Exhibit
10.2


 


[EXECUTION]


 


GUARANTY
AND SECURITY AGREEMENT


 


This
GUARANTY AND SECURITY AGREEMENT (this “Agreement”), dated as of March 15, 2021, by and among the Persons
listed on the signature pages hereof as “Grantors” and those additional entities that hereafter become parties hereto
by executing the form of Joinder attached hereto as Annex 1 (each, a “Grantor” and collectively, the
 “Grantors”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells
Fargo”), in its capacity as agent for each member of the Lender Group and the Bank Product Providers (in such capacity,
together with its successors and assigns in such capacity, “Agent”).


 


W
I T N E S S E T H:


 


WHEREAS,
pursuant to that certain Credit Agreement, of even date herewith (as amended, amended and restated, supplemented, extended, renewed,
restated, replaced or otherwise modified from time to time, the “Credit Agreement”), by and among CPI
CARD GROUP INC., a Delaware corporation, as parent (“Parent”), CPI CG Inc., a Delaware corporation,,
and those additional entities that hereafter become parties to the Credit Agreement as Borrowers in accordance with the terms
thereof, each, a “Borrower” and individually and collectively, jointly and severally, as the “Borrowers”),
the lenders party thereto as “Lenders” (each of such Lenders, together with its successors and assigns, is referred
to hereinafter as a “Lender”), and Agent, the Lender Group has agreed to make loans and provide other financial
accommodations available to Borrowers from time to time pursuant to the terms and conditions thereof;


 


WHEREAS,
Agent has agreed to act as agent for the benefit of the Lender Group and the Bank Product Providers in connection with the transactions
contemplated by the Credit Agreement and this Agreement;


 


WHEREAS,
in order to induce the Lender Group to enter into the Credit Agreement and the other Loan Documents and to extend the Loans thereunder,
to induce the Bank Product Providers to enter into the Bank Product Agreements, and to induce the Lender Group and the Bank Product
Providers to make financial accommodations to Borrowers as provided for in the Credit Agreement, the other Loan Documents and
the Bank Product Agreements, (a) each Grantor (other than any Borrower) has agreed to guaranty the Guarantied Obligations, and
(b) each Grantor has agreed to grant to Agent, for the benefit of the Lender Group and the Bank Product Providers, a continuing
security interest in and to the Collateral in order to secure the prompt and complete payment, observance and performance of,
among other things, the Secured Obligations; and


 


WHEREAS,
each Grantor (other than any Borrower) is an Affiliate of each Borrower and, as such, will benefit by virtue of the financial
accommodations extended to Borrowers by the Lender Group.






    


     


    


NOW,
THEREFORE, for and in consideration of the recitals made above and other good and valuable consideration, the receipt, sufficiency
and adequacy of which are hereby acknowledged, the parties hereto agree as follows:


 


1.
           Definitions; Construction.


 


(a)          All
initially capitalized terms used herein (including in the preamble and recitals hereof) without definition shall have the meanings
ascribed thereto in the Credit Agreement. Any terms (whether capitalized or lower case) used in this Agreement that are defined
in the Code (including, without limitation, Account, Account Debtor, Chattel Paper, Commercial Tort Claims, Deposit Account, Drafts,
Documents, Equipment, Fixtures, General Intangibles, Inventory, Investment Property, Instruments, Letters of Credit, Letter-of-Credit
Rights, Promissory Notes, Proceeds, Securities Account and Supporting Obligations) shall be construed and defined as set forth
in the Code unless otherwise defined herein or in the Credit Agreement; provided, that to the extent that the Code is used
to define any term used herein and if such term is defined differently in different Articles of the Code, the definition of such
term contained in Article 9 of the Code shall govern. In addition to those terms defined elsewhere in this Agreement, as used
in this Agreement, the following terms shall have the following meanings:


 


(i)            “Acquisition
Documents” means the agreements, instruments and documents evidencing, or entered into in connection with, an Acquisition
(including a Permitted Acquisition) by a Grantor.


 


(ii)           “Activation
Instruction” has the meaning specified therefor in Section 7(k)(ii) hereof.


 


(iii)          “Agent”
has the meaning specified therefor in the preamble to this Agreement.


 


(iv)          “Agreement”
has the meaning specified therefor in the preamble to this Agreement.


 


(v)           “Books”
means books and records (including each Grantor’s Records indicating, summarizing, or evidencing such Grantor’s assets
(including the Collateral) or liabilities, each Grantor’s Records relating to such Grantor’s business operations or
financial condition, and each Grantor’s goods or General Intangibles related to such information).


 


(vi)          “Borrower”
and “Borrowers” have the respective meanings specified therefor in the recitals to this Agreement.


 


(vii)         “Code”
means the New York Uniform Commercial Code, as in effect from time to time; provided, that in the event that, by reason
of mandatory provisions of law, any or all of the attachment, perfection, priority, or remedies with respect to Agent’s
Lien on any Collateral is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State
of New York, the term “Code” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction
solely for purposes of the provisions thereof relating to such attachment, perfection, priority, or remedies.


 


(viii)        “Collateral”
has the meaning specified therefor in Section 3 hereof.


 


(ix)           “Collection
Account” means a Deposit Account of a Grantor which is used exclusively for deposits of collections and proceeds of
Collateral and not as a disbursement or operating account upon which checks or other drafts may be drawn, and which is designated
as such and listed on Schedule 9.


 


(x)            “Collections”
means, all cash, checks, notes, instruments, and other items of payment (including insurance proceeds, cash proceeds of asset
sales, rental proceeds and tax refunds).


 


(xi)          “Commercial
Tort Claims” means commercial tort claims (as that term is defined in the Code), and includes those commercial tort
claims listed on Schedule 1.


 


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




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(xiii)         “Controlled
Account” means a Deposit Account or Securities Account other than an Excluded Account.


 


(xiv)        “Controlled
Account Bank” has the meaning specified therefor in Section 7(k) hereof.


 


(xv)         “Copyrights”
means any and all rights in any works of authorship, including (A) copyrights and moral rights, (B) copyright registrations and
recordings thereof and all applications in connection therewith including those listed on Schedule 2, (C) income, license
fees, royalties, damages, and payments now and hereafter due or payable under and with respect thereto, including payments under
all licenses entered into in connection therewith and damages and payments for past, present, or future infringements thereof,
(D) the right to sue for past, present, and future infringements thereof, and (E) all of each Grantor’s rights corresponding
thereto throughout the world.


 


(xvi)        “Copyright
Security Agreement” means each Copyright Security Agreement executed and delivered by Grantors, or any of them, and
Agent, in substantially the form of Exhibit A.


 


(xvii)        “Credit
Agreement” has the meaning specified therefor in the recitals to this Agreement.


 


(xviii)       “Excluded
Accounts” means (A) Deposit Accounts and Securities Accounts with an amount on deposit therein of not more than $50,000
at any one time for any individual account and $250,000 at any one time in the aggregate for all such Deposit Accounts or Securities
Accounts, (B) any Deposit Accounts or Securities Accounts described in clause (I) of the definition of “Excluded Assets”,
(C) the Notes Priority Accounts (as defined in the ABL/Notes Intercreditor Agreement), or (D) any Trust Fund Account.


 


(xix)         “Excluded
Asset” has the meaning specified therefor in Section 3 hereof.


 


(xx)          “Excluded
Equity Interests” means (A) more than 65% of the issued and outstanding voting Equity Interests of (x) each CFC that
is directly owned by any Grantor and (y) any Foreign Holdco, (B) any Equity Interests of any person (other than a Wholly-Owned
Domestic Subsidiary that is directly owned by any Grantor, excluding any Equity Interests of any Unrestricted Subsidiary), to
the extent restricted or not permitted by the terms of such person’s organizational documents or other agreements with holders
of such Equity Interests (so long as such prohibition did not arise as part of the acquisition or formation of such person and
other than to the extent that any such prohibition would be rendered ineffective pursuant to the Code or any other applicable
law); provided that such Equity Interests shall cease to be an Excluded Equity Interest at such time as such prohibition
ceases to be in effect, (C) any Equity Interests if, to the extent and for so long as the pledge of such Equity Interests hereunder
is prohibited or limited by any applicable law (other than to the extent such prohibition would be rendered ineffective under
the Code or any other applicable law); provided that such Equity Interests shall cease to be an Excluded Equity Interest
at such time as such prohibition or limitation ceases to be in effect, (D) any Equity Interests if, to the extent and for so long
as the pledge of such Equity Interests hereunder would result in (1) material adverse tax consequences or (2) material adverse
regulatory consequences, in each case as reasonably determined by the Borrower in good faith, (E) any Equity Interests that the
Borrower has notified Agent in writing to treat as an Excluded Equity Interest for purposes hereof on account of the cost, difficulty,
burden or consequences of pledging such Equity Interests hereunder being excessive in relation to the benefit to the holders of
the security to be afforded thereby, (F) any Equity Interests in (1) any Subsidiary that is not a Wholly-Owned Domestic Subsidiary
of any Grantor, (2) Immaterial Subsidiaries, (3) any Subsidiary that is prohibited or restricted by applicable law or contractual
obligation existing on the Closing Date or on the date any such Subsidiary is acquired or organized (so long as, in the case of
an acquisition of a Subsidiary, such prohibition did not arise as part of such acquisition) from providing a guarantee or if such
guarantee would require governmental (including regulatory) consent, approval, license or authorization, (4) any Subsidiary that
is not a first-tier Subsidiary of any Grantor and (5) each Unrestricted Subsidiary and (G) margin stock.




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(xxi)         “Excluded
Swap Obligation” means, with respect to any Grantor, any Swap Obligation if, and to the extent that, all or a portion
of the guaranty of such Grantor of (including by virtue of the joint and several liability provisions of Section 2.15 of
the Credit Agreement with respect to any Grantor that is a Borrower), or the grant by such Grantor of a security interest to secure,
such Swap Obligation (or any guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation
or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue
of such Grantor’s failure for any reason to constitute an “eligible contract participant” as defined in the
Commodity Exchange Act and the regulations thereunder at the time the guaranty of such Grantor or the grant of such security interest
becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than
one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such
guaranty or security interest is or becomes illegal.


 


(xxii)        “Foreclosed
Grantor” has the meaning specified therefor in Section 2(i)(iv) hereof.


 


(xxiii)       “General
Intangibles” means general intangibles (as that term is defined in the Code), and includes payment intangibles, software,
contract rights, rights to payment, rights under Hedge Agreements (including the right to receive payment on account of the termination
(voluntarily or involuntarily) of such Hedge Agreements), rights arising under common law, statutes, or regulations, choses or
things in action, goodwill, Intellectual Property, Intellectual Property Licenses, purchase orders, customer lists, route lists,
rights to payment and other rights under Acquisition Documents, rights to payment and other rights under any royalty or licensing
agreements, including Intellectual Property Licenses, infringement claims, monies due or recoverable from pension funds, pension
plan refunds, pension plan refund claims, insurance premium rebates, tax refunds, and tax refund claims, interests in a partnership
or limited liability company which do not constitute a security under Article 8 of the Code, and any other personal property other
than Commercial Tort Claims, money, Accounts, Chattel Paper, Deposit Accounts, goods, Investment Property, Negotiable Collateral,
and oil, gas, or other minerals before extraction.


 


(xxiv)       “Grantor”
and “Grantors” have the respective meanings specified therefor in the preamble to this Agreement.


 


(xxv)        “Guarantied
Obligations” means all of the Obligations (including any Bank Product Obligations) now or hereafter existing, whether
for principal, interest (including any interest that accrues after the commencement of an Insolvency Proceeding, regardless of
whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), fees (including the fees provided
for in the Fee Letter), Lender Group Expenses (including any fees or expenses that accrue after the commencement of an Insolvency
Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), or otherwise,
and any and all expenses (including reasonable attorneys’ fees and expenses) incurred by Agent, any other member of the
Lender Group, or any Bank Product Provider (or any of them) in enforcing any rights under any of the Loan Documents. Without limiting
the generality of the foregoing, Guarantied Obligations shall include all amounts that constitute part of the Guarantied Obligations
and would be owed by any Borrower to Agent, any other member of the Lender Group, or any Bank Product Provider but for the fact
that they are unenforceable or not allowable, including due to the existence of a bankruptcy, reorganization, other Insolvency
Proceeding or similar proceeding involving any Borrower or any Guarantor; provided, that, anything to the contrary contained
in the foregoing notwithstanding, the Guarantied Obligations shall exclude any Excluded Swap Obligation.




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(xxvi)       “Guarantor”
means each Grantor other than any Borrower.


 


(xxvii)      “Guaranty”
means the guaranty specified therefor in Section 2 hereof.


 


(xxviii)     “Intellectual
Property” means any and all Patents, Copyrights, Trademarks, trade secrets, know-how, inventions (whether or not patentable),
algorithms, software programs (including source code and object code), processes, product designs, industrial designs, blueprints,
drawings, data, customer lists, URLs and domain names, specifications, documentations, reports, catalogs, literature, and any
other forms of technology or proprietary information of any kind, including all rights therein and all applications for registration
or registrations thereof.


 


(xxix)       “Intellectual
Property Licenses” means, with respect to any Grantor, (A) any licenses or other similar rights provided to such Grantor
in or with respect to Intellectual Property owned or controlled by any other Person, and (B) any licenses or other similar rights
provided to any other Person in or with respect to Intellectual Property owned or controlled by such Grantor, in each case, including
(x) any software license agreements (other than license agreements for commercially available off-the-shelf, shrink-wrapped or
 “click to accept” software licenses or other licenses to generally commercially available software or licenses that
are incidental to the transaction contemplated by the contract containing such license software), (y) the license agreements listed
on Schedule 3, and (z) the right to use any of the licenses or other similar rights described in this definition in connection
with the enforcement of the Lender Group’s rights under the Loan Documents.


 


(xxx)       
 “Investment Property” means (A) any and all investment property (as that term is defined in the Code), and
(B) any and all of the following (regardless of whether classified as investment property under the Code): all Pledged Interests,
Pledged Operating Agreements, and Pledged Partnership Agreements.


 


(xxxi)       “Joinder”
means each Joinder to this Agreement executed and delivered by Agent and each of the other parties listed on the signature pages
thereto, in substantially the form of Annex 1.


 


(xxxii)      “Lender”
and “Lenders” have the respective meanings specified therefor in the recitals to this Agreement.


 


(xxxiii)     “Material
Real Property Asset” means any fee-owned Real Property located in the United States (A) owned by any Grantor as of the
Closing Date having a fair market value (as determined by the Borrower in good faith after taking into account any liabilities
with respect thereto that impact such fair market value) in excess of $5,000,000 as of the Closing Date or (B) acquired by any
Grantor after the Closing Date (it being understood and agreed that any fee-owned Real Property owned by a Person who becomes
a Grantor after the Closing Date shall be deemed to have been acquired as of the time such Grantor became a Grantor for purposes
of this definition) having a fair market value (as determined by the Borrower in good faith after taking into account any liabilities
with respect thereto that impact such fair market value) in excess of $25,000,000 as of the date of acquisition thereof.




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(xxxiv)     “Negotiable
Collateral” means letters of credit, letter-of-credit rights, instruments, promissory notes, drafts and documents (as
each such term is defined in the Code).


 


(xxxv)      “Operating
Account” means a disbursement or operating account of a Grantor upon which checks or other drafts may be drawn, and
which is designated as such and listed on Schedule 9.


 


(xxxvi)     “Parent”
has the meaning specified therefor in the recitals to this Agreement.


 


(xxxvii)    “Patents”
means patents and patent applications, including (A) the patents and patent applications listed on Schedule 4, (B) all
continuations, divisionals, continuations-in-part, re-examinations, reissues, and renewals thereof and improvements thereon, (C)
all income, royalties, damages and payments now and hereafter due or payable under and with respect thereto, including payments
under all licenses entered into in connection therewith and damages and payments for past, present, or future infringements thereof,
(D) the right to sue for past, present, and future infringements thereof, and (E) all of each Grantor’s rights corresponding
thereto throughout the world.


 


(xxxviii)   “Patent
Security Agreement” means each Patent Security Agreement executed and delivered by Grantors, or any of them, and Agent,
in substantially the form of Exhibit B.


 


(xxxix)      “Pledged
Companies” means each Person listed on Schedule 5 as a “Pledged Company”, together with each other
Person, all or a portion of whose Equity Interests are acquired or otherwise owned by a Grantor after the Closing Date and is
required to be pledged pursuant to Section 5.11 of the Credit Agreement.


 


(xl)           “Pledged
Interests” means all of each Grantor’s right, title and interest in and to all of the Equity Interests, now owned
or hereafter acquired by such Grantor, regardless of class or designation, including in each of the Pledged Companies, and all
substitutions therefor and replacements thereof, all Proceeds thereof and all rights relating thereto, also including any certificates
representing the Equity Interests, the right to receive any certificates representing any of the Equity Interests, all warrants,
options, share appreciation rights and other rights, contractual or otherwise, in respect thereof and the right to receive all
dividends, distributions of income, profits, surplus, or other compensation by way of income or liquidating distributions, in
cash or in kind, and all cash, instruments, and other property from time to time received, receivable, or otherwise distributed
in respect of or in addition to, in substitution of, on account of, or in exchange for any or all of the foregoing.


 


(xli)          “Pledged
Interests Addendum” means a Pledged Interests Addendum substantially in the form of Exhibit C.


 


(xlii)        “Pledged
Operating Agreements” means all of each Grantor’s rights, powers, and remedies under the limited liability company
operating agreements of each of the Pledged Companies that are limited liability companies.


 


(xliii)       “Pledged
Partnership Agreements” means all of each Grantor’s rights, powers, and remedies under the partnership agreements
of each of the Pledged Companies that are partnerships.


 


(xliv)       “Proceeds”
has the meaning specified therefor in Section 3 hereof.




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(xlv)        “PTO”
means the United States Patent and Trademark Office.


 


(xlvi)       “Qualified
ECP Grantor” means, in respect of any Swap Obligation, each Grantor that has total assets exceeding $10,000,000 at the
time the relevant guaranty, keepwell, or grant of the relevant security interest becomes effective with respect to such Swap Obligation
or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations
promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time
by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 


(xlvii)      “Real
Property” means any estates or interests in real property now owned or hereafter acquired by any Grantor and the improvements
thereto.


 


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


 


(xlix)       
 “Secured Obligations” means each and all of the following: (A) all of the present and future obligations of
each of the Grantors arising from, or owing under or pursuant to, this Agreement (including the Guaranty), the Credit Agreement,
or any of the other Loan Documents, (B) all Bank Product Obligations, and (C) all other Obligations of each Borrower and all other
Guarantied Obligations of each Guarantor (including, in the case of each of clauses (A), (B) and (C), subject to the cost and
expense provisions of the Credit Agreement, Lender Group Expenses and any interest, fees, or expenses that accrue after the filing
of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any Insolvency Proceeding);
provided, that, anything to the contrary contained in the foregoing notwithstanding, the Secured Obligations shall exclude
any Excluded Swap Obligation.


 


(l)            “Security
Interest” has the meaning specified therefor in Section 3 hereof.


 


(li)           “Supporting
Obligations” means supporting obligations (as such term is defined in the Code), and includes letters of credit and
guaranties issued in support of Accounts, Chattel Paper, documents, General Intangibles, instruments or Investment Property.


 


(lii)          “Swap
Obligation” means, with respect to any Grantor, any obligation to pay or perform under any Swap Contract or any other
agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity
Exchange Act.


 


(liii)         “Tax
and Trust Funds” means any cash or Cash Equivalents maintained in or credited to any Deposit Account or Securities Account
that are comprised of (a) funds used or to be used for payroll and payroll taxes and other employee benefit payments to or for
the benefit of any Loan Party’s employees, (b) funds used or to be used to pay all Taxes required to be collected, remitted
or withheld (including withholding Taxes (including the employer’s share thereof)) and (c) any other funds which any Loan
Party is permitted or otherwise not prohibited by the terms of the Credit Agreement to hold as an escrow or fiduciary for the
benefit of another Person in the ordinary course of business.


 


(liv)         “Trust
Fund Account” means any account containing cash and Cash Equivalents consisting solely of Tax and Trust Funds to be
used specifically and exclusively for the purposes set forth in the definition of “Tax and Trust Funds”.


 


(lv)          “Trademarks”
means any and all trademarks, trade names, registered trademarks, trademark applications, service marks, registered service marks
and service mark applications, including (A) the trade names, registered trademarks, trademark applications, registered service
marks and service mark applications listed on Schedule 6, (B) all renewals thereof, (C) all income, royalties, damages
and payments now and hereafter due or payable under and with respect thereto, including payments under all licenses entered into
in connection therewith and damages and payments for past or future infringements or dilutions thereof, (D) the right to sue for
past, present and future infringements and dilutions thereof, (E) the goodwill of each Grantor’s business symbolized by
the foregoing or connected therewith, and (F) all of each Grantor’s rights corresponding thereto throughout the world.




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(lvi)         “Trademark
Security Agreement” means each Trademark Security Agreement executed and delivered by Grantors, or any of them, and
Agent, in substantially the form of Exhibit D.


 


(lvii)        “URL”
means “uniform resource locator”, an internet web address.


 


(lviii)       “Voidable
Transfer” has the meaning specified therefor in Section 23(b) hereof.


 


(b)          This
Agreement shall be subject to the rules of construction set forth in Section 1.4 of the Credit Agreement, and such rules
of construction are incorporated herein by this reference, mutatis mutandis.


 


(c)           All
of the schedules, exhibits and annexes attached to this Agreement shall be deemed incorporated herein by reference.


 


2.
           Guaranty.


 


(a)           In
recognition of the direct and indirect benefits to be received by Guarantors from the proceeds of the Loans, the issuance of the
Letters of Credit, and the entering into of the Bank Product Agreements and by virtue of the financial accommodations to be made
to Borrowers, each of the Guarantors, jointly and severally, hereby unconditionally and irrevocably guarantees as a primary obligor
and not merely as a surety the full and prompt payment when due, whether upon maturity, acceleration, or otherwise, of all of
the Guarantied Obligations (and in the case of any Borrower, the Guarantied Obligations of the other Borrowers). If any or all
of the Obligations constituting Guarantied Obligations becomes due and payable, each of the Guarantors, unconditionally and irrevocably,
and without the need for demand, protest, or any other notice or formality, promises to pay such indebtedness to Agent, for the
benefit of the Lender Group and the Bank Product Providers, together with any and all expenses (including Lender Group Expenses)
that may be incurred by Agent or any other member of the Lender Group or any Bank Product Provider in demanding, enforcing, or
collecting any of the Guarantied Obligations (including the enforcement of any collateral for such Guarantied Obligations or any
collateral for the obligations of the Guarantors under this Guaranty). If claim is ever made upon Agent or any other member of
the Lender Group or any Bank Product Provider for repayment or recovery of any amount or amounts received in payment of or on
account of any or all of the Guarantied Obligations and any of Agent or any other member of the Lender Group or any Bank Product
Provider repays all or part of said amount by reason of (i) any judgment, decree, or order of any court or administrative body
having jurisdiction over such payee or any of its property, or (ii) any settlement or compromise of any such claim effected by
such payee with any such claimant (including any Borrower or any Guarantor), then and in each such event, each of the Guarantors
agrees that any such judgment, decree, order, settlement, or compromise shall be binding upon the Guarantors, notwithstanding
any revocation (or purported revocation) of this Guaranty or other instrument evidencing any liability of any Grantor, and the
Guarantors shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent
as if such amount had never originally been received by any such payee.




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(b)           Additionally,
each of the Guarantors unconditionally and irrevocably guarantees the payment of any and all of the Guarantied Obligations to
Agent, for the benefit of the Lender Group and the Bank Product Providers, whether or not due or payable by any Loan Party upon
the occurrence of any of the events specified in Section 8.4 or 8.5 of the Credit Agreement, and irrevocably
and unconditionally promises to pay such Guarantied Obligations to Agent, for the benefit of the Lender Group and the Bank Product
Providers, without the requirement of demand, protest, or any other notice or other formality, in lawful money of the United States.


 


(c)           The
liability of each of the Guarantors hereunder is primary, absolute, and unconditional, and is independent of any security for
or other guaranty of the Guarantied Obligations, whether executed by any other Guarantor or by any other Person, and the liability
of each of the Guarantors hereunder shall not be affected or impaired by (i) any payment on, or in reduction of, any such other
guaranty or undertaking (other than payment in full of the Guarantied Obligations or any partial payment thereof made in accordance
with the Loan Documents), (ii) any dissolution, termination, or increase, decrease, or change in personnel by any Grantor, (iii)
any payment made to Agent, any other member of the Lender Group, or any Bank Product Provider on account of the Obligations which
Agent, such other member of the Lender Group, or such Bank Product Provider repays to any Grantor pursuant to court order in any
bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding (or any settlement or compromise of any
claim made in such a proceeding relating to such payment), and each of the Guarantors waives any right to the deferral or modification
of its obligations hereunder by reason of any such proceeding, (iv) any action or inaction by Agent, any other member of the Lender
Group, or any Bank Product Provider, or (v) any invalidity, irregularity, avoidability, or unenforceability of all or any part
of the Obligations or of any security therefor.


 


(d)           This
Guaranty includes all present and future Guarantied Obligations including any under transactions continuing, compromising, extending,
increasing, modifying, releasing, or renewing the Guarantied Obligations, changing the interest rate, payment terms, or other
terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been
satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty
as to future Guarantied Obligations. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges
and agrees that (i) no such revocation shall be effective until written notice thereof has been received by Agent, (ii) no such
revocation shall apply to any Guarantied Obligations in existence on the date of receipt by Agent of such written notice (including
any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and
conditions thereof), (iii) no such revocation shall apply to any Guarantied Obligations made or created after such date to the
extent made or created pursuant to a legally binding commitment of any member of the Lender Group or any Bank Product Provider
in existence on the date of such revocation, (iv) no payment by any Guarantor, any Borrower, or from any other source, prior to
the date of Agent’s receipt of written notice of such revocation shall reduce the maximum obligation of such Guarantor hereunder,
and (v) any payment by any Borrower or from any source other than such Guarantor subsequent to the date of such revocation shall
first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore,
guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation of such Guarantor hereunder. This Guaranty
shall be binding upon each Guarantor, its successors and assigns and inure to the benefit of and be enforceable by Agent (for
the benefit of the Lender Group and the Bank Product Providers) and its successors, transferees, or assigns.




    9


     


    


(e)           The
guaranty by each of the Guarantors hereunder is a guaranty of payment and not of collection. The obligations of each of the Guarantors
hereunder are independent of the obligations of any other Guarantor or Grantor or any other Person and a separate action or actions
may be brought and prosecuted against one or more of the Guarantors whether or not action is brought against any other Guarantor
or Grantor or any other Person and whether or not any other Guarantor or Grantor or any other Person be joined in any such action
or actions. Each of the Guarantors waives, to the fullest extent permitted by law, the benefit of any statute of limitations affecting
its liability hereunder or the enforcement hereof. Any payment by any Grantor or other circumstance which operates to toll any
statute of limitations as to any Grantor shall operate to toll the statute of limitations as to each of the Guarantors.


 


(f)           Each
of the Guarantors authorizes Agent, the other members of the Lender Group, and the Bank Product Providers without notice or demand
(other than any notice expressly required to be provided hereunder or under any other Loan Document), and without affecting or
impairing its liability hereunder, from time to time to:


 


(i)       change
the manner, place, or terms of payment of, or change or extend the time of payment of, renew, increase, accelerate, or alter:
(A) any of the Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees
thereon), or (B) any security therefor or any liability incurred directly or indirectly in respect thereof, and this Guaranty
shall apply to the Obligations as so changed, extended, renewed, or altered;


 


(ii)      take
and hold security for the payment of the Obligations and sell, exchange, release, impair, surrender, realize upon, collect, settle,
or otherwise deal with in any manner and in any order any property at any time pledged or mortgaged to secure the Obligations
or any of the Guarantied Obligations (including any of the obligations of all or any of the Guarantors under this Guaranty) incurred
directly or indirectly in respect thereof or hereof, or any offset on account thereof;


 


(iii)     exercise
or refrain from exercising any rights against any Grantor;


 


(iv)     release
or substitute any one or more endorsers, guarantors, any Grantor, or other obligors;


 


(v)      settle
or compromise any of the Obligations, any security therefor, or any liability (including any of those of any of the Guarantors
under this Guaranty) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any
part thereof to the payment of any liability (whether due or not) of any Grantor to its creditors;


 


(vi)     apply
any sums by whomever paid or however realized to any liability or liabilities of any Grantor to Agent, any other member of the
Lender Group, or any Bank Product Provider regardless of what liability or liabilities of such Grantor remain unpaid;


 


(vii)    consent
to or waive any breach of, or any act, omission, or default under, this Agreement, any other Loan Document, any Bank Product Agreement,
or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify, or supplement this Agreement,
any other Loan Document, any Bank Product Agreement, or any of such other instruments or agreements; or


 


(viii)   take
any other action that could, under otherwise applicable principles of law, give rise to a legal or equitable discharge of one
or more of the Guarantors from all or part of its liabilities under this Guaranty (other than a defense of payment in full of
the Guarantied Obligations).


 


(g)           It
is not necessary for Agent, any other member of the Lender Group, or any Bank Product Provider to inquire into the capacity or
powers of any of the Guarantors or the officers, directors, partners or agents acting or purporting to act on their behalf, and
any Obligations made or created in reliance upon the professed exercise of such powers shall be guaranteed hereunder.




    10


     


    


(h)           Each
Guarantor jointly and severally guarantees that the Guarantied Obligations will be paid strictly in accordance with the terms
of the Loan Documents, regardless of any law, regulation, or order now or hereafter in effect in any jurisdiction affecting any
of such terms or the rights of any member of the Lender Group or any Bank Product Provider with respect thereto. The obligations
of each Guarantor under this Guaranty are independent of the Guarantied Obligations, and a separate action or actions may be brought
and prosecuted against each Guarantor to enforce such obligations, irrespective of whether any action is brought against any other
Guarantor or whether any other Guarantor is joined in any such action or actions. The liability of each Guarantor under this Guaranty
shall be absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defense it may now or hereafter
have in any way relating to, any or all of the following:


 


(i)       any
lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto;


 


(ii)      any
change in the time, manner, or place of payment of, or in any other term of, all or any of the Guarantied Obligations, or any
other amendment or waiver of or any consent to departure from any Loan Document, including any increase in the Guarantied Obligations
resulting from the extension of additional credit;


 


(iii)     any
taking, exchange, release, or non-perfection of any Lien in and to any Collateral, or any taking, release, amendment, waiver,
supplement, restatements, extension, novation, renewal, replacements, or continuation of, or consent to departure from any other
guaranty, for all or any of the Guarantied Obligations;


 


(iv)     the
existence of any claim, set-off, defense, or other right that any Guarantor may have at any time against any Person, including
Agent, any other member of the Lender Group, or any Bank Product Provider (other than payment in full of the Guarantied Obligations);


 


(v)      any
defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack
of perfection, sufficiency, validity, or enforceability of the Guarantied Obligations or any security therefor;


 


(vi)     any
right or defense arising by reason of any claim or defense based upon an election of remedies by any member of the Lender Group
or any Bank Product Provider including any defense based upon an impairment or elimination of such Guarantor’s rights of
subrogation, reimbursement, contribution, or indemnity of such Guarantor against any Grantor or any other guarantors or sureties;


 


(vii)    any
change, restructuring, or termination of the corporate, limited liability company, or partnership structure or existence of any
Grantor; or


 


(viii)   any
other circumstance that might otherwise constitute a defense available to, or a discharge of, any Grantor or any other guarantor
or surety.


 


(i)            Waivers.


 


(i)       Each
of the Guarantors waives any right (except as shall be required by applicable statute and cannot be waived) to require Agent,
any other member of the Lender Group, or any Bank Product Provider to (i) proceed against any other Grantor or any other Person,
(ii) proceed against or exhaust any security held from any other Grantor or any other Person, or (iii) protect, secure, perfect,
or insure any security interest or Lien on any property subject thereto or exhaust any right to take any action against any other
Grantor, any other Person, or any collateral, or (iv) pursue any other remedy in any member of the Lender Group’s or any
Bank Product Provider’s power whatsoever. Each of the Guarantors waives any defense based on or arising out of any defense
of any Grantor or any other Person, other than payment of the Guarantied Obligations to the extent of such payment, based on or
arising out of the disability of any Grantor or any other Person, or the validity, legality, or unenforceability of the Obligations
or any part thereof from any cause, or the cessation from any cause of the liability of any Grantor other than payment of the
Obligations to the extent of such payment. Agent may, at the election of the Required Lenders, foreclose upon any Collateral held
by Agent by one or more judicial or non-judicial sales or other dispositions, whether or not every aspect of any such sale is
commercially reasonable or otherwise fails to comply with applicable law or may exercise any other right or remedy Agent, any
other member of the Lender Group, or any Bank Product Provider may have against any Grantor or any other Person, or any security,
in each case, without affecting or impairing in any way the liability of any of the Guarantors hereunder except to the extent
the Guarantied Obligations have been paid.




    11


     


    


(ii)      Each
of the Guarantors waives all presentments, demands for performance, protests and notices, including notices of nonperformance,
notices of protest, notices of dishonor, notices of acceptance of this Guaranty, and notices of the existence, creation, or incurring
of new or additional Obligations or other financial accommodations. Each of the Guarantors waives notice of any Default or Event
of Default under any of the Loan Documents. Each of the Guarantors assumes all responsibility for being and keeping itself informed
of each Grantor’s financial condition and assets and of all other circumstances bearing upon the risk of nonpayment of the
Obligations and the nature, scope, and extent of the risks which each of the Guarantors assumes and incurs hereunder, and agrees
that neither Agent nor any of the other members of the Lender Group nor any Bank Product Provider shall have any duty to advise
any of the Guarantors of information known to them regarding such circumstances or risks.


 


(iii)     To
the fullest extent permitted by applicable law, each Guarantor hereby waives: (A) any right to assert against any member
of the Lender Group or any Bank Product Provider, any defense (legal or equitable) (other than the defense that all of the Guarantied
Obligations have been paid in full), set-off, counterclaim, or claim which each Guarantor may now or at any time hereafter have
against any Borrower or any other party liable to any member of the Lender Group or any Bank Product Provider, (B) any defense,
set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection,
sufficiency, validity, or enforceability of the Guarantied Obligations or any security therefor, (C) any right or defense
arising by reason of any claim or defense based upon an election of remedies by any member of the Lender Group or any Bank Product
Provider including any defense based upon an impairment or elimination of such Guarantor’s rights of subrogation, reimbursement,
contribution, or indemnity of such Guarantor against any Borrower or other guarantors or sureties, and (D) the benefit of
any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which
shall defer or delay the operation of any statute of limitations applicable to the Guarantied Obligations shall similarly operate
to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder.


 


(iv)     No
Guarantor will exercise any rights that it may now or hereafter acquire against any Grantor or any other guarantor that arise
from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Guaranty, including any
right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or
remedy of Agent, any other member of the Lender Group, or any Bank Product Provider against any Grantor or any other guarantor
or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including
the right to take or receive from any Grantor or any other guarantor, directly or indirectly, in cash or other property or by
set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of
the Guarantied Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash and all of the
Commitments have been terminated. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence,
such amount shall be held in trust for the benefit of Agent, for the benefit of the Lender Group and the Bank Product Providers,
and shall forthwith be paid to Agent to be credited and applied to the Guarantied Obligations and all other amounts payable under
this Guaranty, whether matured or unmatured, in accordance with the terms of the Credit Agreement, or to be held as Collateral
for any Guarantied Obligations or other amounts payable under this Guaranty thereafter arising. Notwithstanding anything to the
contrary contained in this Guaranty, no Guarantor may exercise any rights of subrogation, contribution, indemnity, reimbursement
or other similar rights against, and may not proceed or seek recourse against or with respect to any property or asset of, any
other Grantor (the “Foreclosed Grantor”), including after payment in full of the Obligations, if all or any
portion of the Obligations have been satisfied in connection with an exercise of remedies in respect of the Equity Interests of
such Foreclosed Grantor whether pursuant to this Agreement or otherwise.




    12


     


    

3.
          Grant of Security. Each Grantor hereby unconditionally grants, collaterally assigns
and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the
Secured Obligations (whether now existing or hereafter arising), a continuing security interest (hereinafter referred to as the
 “Security Interest”) in all of such Grantor’s right, title, and interest in and to the following, whether
now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”):


 


(a)         all
of such Grantor’s Accounts;


 


(b)        all
of such Grantor’s Books;


 


(c)         all
of such Grantor’s Chattel Paper;


 


(d)         all
of such Grantor’s Commercial Tort Claims;


 


(e)         all
of such Grantor’s Deposit Accounts;


 


(f)         all
of such Grantor’s Equipment;


 


(g)         all
of such Grantor’s Fixtures;


 


(h)         all
of such Grantor’s General Intangibles;


 


(i)          all
of such Grantor’s Inventory;


 


(j)          all
of such Grantor’s Investment Property;


 


(k)         all
of such Grantor’s Intellectual Property and Intellectual Property Licenses;


 


(l)          all
of such Grantor’s Negotiable Collateral;


 


(m)        all
of such Grantor’s Pledged Interests (including all of such Grantor’s Pledged Operating Agreements and Pledged Partnership
Agreements);


 


(n)         all
of such Grantor’s Securities Accounts;


 


(o)         all
of such Grantor’s Supporting Obligations;




    13


     


    


(p)         all
of such Grantor’s money and Cash Equivalents; and


 


(q)         all
of the Proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial
Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts,
Equipment, Fixtures, General Intangibles, Inventory, Investment Property, Intellectual Property, Negotiable Collateral, Pledged
Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale,
lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation
with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds,
or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction
of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty
payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”).
Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received
when Investment Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary
or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or Agent from time to time with respect
to any of the Investment Property.


 


Notwithstanding
anything contained in this Agreement to the contrary, the term “Collateral” and any component definition thereof shall
not include any of the following (collectively, the “Excluded Assets”): (A) any “intent to use”
trademark application or intent-to-use service mark application, solely during the period in which the grant of a security interest
therein would impair the validity or enforceability of, or render void or voidable or result in the cancellation of any applicable
Grantor’s right, title or interest in, such intent-to-use trademark application or intent-to-use service mark application
or any trademark issued as a result of such use trademark application or intent-to-use service mark application under applicable
federal law, after which period such application shall be automatically subject to the security interest described herein and
deemed to be included in the Collateral; (B) the Excluded Equity Interests; (C) any asset or property with respect to which the
Borrower has determined in good faith in consultation with the Agent that the cost, difficulty, burden or consequences (including
adverse tax consequences) of obtaining a security interest therein are excessive in relation to the benefit to the holders of
the security to be afforded thereby; (D) any asset or property securing a purchase money obligation or Capitalized Lease Obligation
permitted to be incurred under the Credit Agreement, to the extent that the terms of the agreements relating to such Lien would
violate or invalidate such purchase money obligation or Capitalized Lease Obligation or create a right of termination in favor
of, or require the consent of, any other party thereto (other than any Grantor), except to the extent such prohibition or restriction
is deemed ineffective under the Code or other applicable law or principle of equity (except that proceeds thereof, as and to the
extent the assignment of which is expressly deemed effective under the Code, notwithstanding such prohibition shall constitute
Collateral); (E) any asset or property, if a security interest therein is prohibited by applicable law, rule or regulation (including
any requirement to obtain the consent of any governmental authority) other than to the extent such prohibition is rendered ineffective
under the Code or other applicable law notwithstanding such prohibition and any property described in this clause (E) shall only
constitute an Excluded Asset only to the extent and for so long as the consequences specified above shall exist and shall cease
to be an Excluded Asset and shall become part of the Collateral immediately and automatically, at such time as such consequence
shall no longer exist; (F) any rights of any Grantor arising under or evidenced by any contract, lease, instrument, license or
agreement to the extent the security interest therein is prohibited or restricted by, or would violate or invalidate such contract,
lease, instrument, license or other agreement, or create a right of termination in favor of, or require the consent of, any other
party thereto (other than any Grantor), except to the extent such prohibition or restriction is deemed ineffective under the Code
or other applicable law or principle of equity (except that proceeds thereof, as and to the extent the assignment of which is
expressly deemed effective under the Code notwithstanding such prohibition shall constitute Collateral) and any property described
in this clause (F) shall only constitute an Excluded Asset only to the extent and for so long as the consequences specified
above shall exist and shall cease to be an Excluded Asset and shall become part of the Collateral immediately and automatically,
at such time as such consequence shall no longer exist; (G) any governmental license or state or local franchise, charter or authorization,
to the extent a security interest therein is prohibited or restricted thereby, except to the extent such prohibition or restriction
is deemed ineffective under the Code or other applicable law or principle of equity (except that proceeds thereof, as and to the
extent the assignment of which is expressly deemed effective under the Code, notwithstanding such prohibition shall constitute
Collateral); (H) any asset or property to the extent a security interest therein would result in (1) material adverse tax consequences
(including, without limitation, as a result of the operation of Section 956 of the IRC or any similar law or regulation in any
applicable jurisdiction) or (2) material adverse regulatory consequences, in each case as reasonably determined by the Borrower
in good faith; (I) (1) payroll and other employee wage and benefit accounts, (2) tax accounts, including, without limitation,
sales tax accounts, (3) escrow accounts, (4) zero balance accounts and (5) fiduciary or trust accounts, including Trust Fund Accounts,
and, in the case of clauses (1) through (5), the funds or other property held in or maintained in any such account; (J) serial
numbered goods, motor vehicles and other assets subject to certificates of title; (K) any Commercial Tort Claim with a value not
in excess of $1,000,000; and (L) any real property other than Material Real Property Assets; provided that any property
of the Borrower or any Grantor that is subject to a Lien for the benefit of the Notes Collateral Agent under the Senior Secured
Notes Documents shall be deemed not to be an “Excluded Asset”




    14


     


    


Further,
no Grantor shall be required to perfect the Security Interests granted by this Agreement or the pledges, collateral assignments
or grants of security interests pursuant to Section 3 of this Agreement by any means other than by, (a) “all asset”
filings pursuant to the Code in the office of the secretary of state (or similar central filing office) of the relevant state(s);
(b) filings in (i) the PTO with respect to any U.S. registered or applied for patents and trademarks and (ii) the United States
Copyright Office of the Library of Congress with respect to copyright registrations, in the case of each of clause (i)
and (ii), constituting Collateral; (c) Mortgages with respect to Material Real Property Assets and fixtures constituting
Collateral; and (d) delivery to Agent to be held in its possession of all Collateral consisting of (i) certificates representing
Pledged Interests and (ii) all promissory notes and other instruments constituting Collateral; provided that promissory
notes and instruments having an aggregate principal amount equal to or less than (A) in the case of ABL Priority Collateral, $1,000,000,
and (B) in the case of Notes Priority Collateral, $5,000,000, need not be delivered to Agent; provided, further, that, notwithstanding
anything to the contrary herein or in any other Loan Document, no Grantor shall be required (x) to take any action (1) outside
of the United States with respect to any assets located outside of the United States, (2) in any non-U.S. jurisdiction or (3)
required by the laws of any non-U.S. jurisdiction to create, perfect or maintain any security interest or otherwise; or (y) to
take any action with respect to (1) except as otherwise expressly provided for under this Agreement with respect to ABL Priority
Collateral, perfecting a Lien with respect to Letters of Credit, Letter of Credit Rights, Commercial Tort Claims or Chattel Paper
or (2) assets subject to a certificate of title or similar statute (in each case, other than the filing of customary “all
asset” UCC-1 financing statements).


 


4.
           Security for Secured Obligations. The Security Interest created hereby secures
the payment and performance of the Secured Obligations, whether now existing or arising hereafter. Without limiting the generality
of the foregoing, this Agreement secures the payment of all amounts which constitute part of the Secured Obligations and would
be owed by Grantors, or any of them, to Agent, the Lender Group, the Bank Product Providers or any of them, but for the fact that
they are unenforceable or not allowable (in whole or in part) as a claim in an Insolvency Proceeding involving any Grantor due
to the existence of such Insolvency Proceeding. Further, the Security Interest created hereby encumbers each Grantor’s right,
title, and interest in all Collateral, whether now owned by such Grantor or hereafter acquired, obtained, developed, or created
by such Grantor and wherever located.




    15


     


    


5.
          Grantors Remain Liable. Anything herein to the contrary notwithstanding, (a)
each of the Grantors shall remain liable under the contracts and agreements to which it is a party included in the Collateral,
including the Pledged Operating Agreements and the Pledged Partnership Agreements, to perform all of the duties and obligations
thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by Agent or any other member of the
Lender Group of any of the rights hereunder shall not release any Grantor from any of its duties or obligations under such contracts
and agreements included in the Collateral, and (c) none of the members of the Lender Group shall have any obligation or liability
under such contracts and agreements included in the Collateral by reason of this Agreement, nor shall any of the members of the
Lender Group be obligated to perform any of the obligations or duties of any Grantors thereunder or to take any action to collect
or enforce any claim for payment assigned hereunder. Until an Event of Default shall occur and be continuing, except as otherwise
provided in this Agreement, the Credit Agreement, or any other Loan Document, Grantors shall have the right to possession and
enjoyment of the Collateral for the purpose of conducting their respective businesses, subject to and upon the terms hereof and
of the Credit Agreement and the other Loan Documents. Without limiting the generality of the foregoing, it is the intention of
the parties hereto that record and beneficial ownership of the Pledged Interests, including all voting, consensual, dividend,
and distribution rights, shall remain in the applicable Grantor until (i) the occurrence and continuance of an Event of Default,
and (ii) Agent has notified the applicable Grantor of Agent’s election to exercise such rights with respect to the Pledged
Interests pursuant to Section 16.


 


6.
          Representations and Warranties. In order to induce Agent to enter into this Agreement
for the benefit of the Lender Group and the Bank Product Providers, each Grantor makes the following representations and warranties
to the Lender Group which shall be true, correct, and complete, in all material respects (except that such materiality qualifier
shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text
thereof), as of the Closing Date, and shall be true, correct, and complete, in all material respects (except that such materiality
qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality
in the text thereof), as of the date of the making of each Revolving Loan (or other extension of credit) made thereafter, as though
made on and as of the date of such Revolving Loan (or other extension of credit) (except to the extent that such representations
and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in
all material respects (except, that such materiality qualifier shall not be applicable to any representations and warranties
that already are qualified or modified by materiality in the text thereof) as of such earlier date) and such representations and
warranties shall survive the execution and delivery of this Agreement:


 


(a)           On
the Closing Date, the name (within the meaning of Section 9-503 of the Code) and jurisdiction of organization of each Grantor
is set forth on Schedule 7. After the Closing Date, (A) the name (within the meaning of Section 9-503 of the Code) of each
Grantor is (1) if such Grantor has not changed its name as set forth on Schedule 7, is set forth on Schedule 7,
or (2) if such Grantor has changed its name, is as set forth in the most recent notice (which may be in the form of an updated
Schedule 7) delivered pursuant to Section 7(l) and (B) the jurisdiction of each Grantor is (1) if such Grantor has
not changed its jurisdiction of organization as set forth on Schedule 7, is set forth on Schedule 7, or (2) if such
Grantor has changed its jurisdiction of organization, is as identified in the most recent written consent of the Agent to such
change delivered pursuant to Section 7(l).


 


(b)           On
the Closing Date, the chief executive office of each Grantor is located at the address indicated on Schedule 7. After the
Closing Date, the chief executive office of each Grantor is (1) if such Grantor has not changed its chief executive office as
set forth on Schedule 7, is set forth on Schedule 7, or (2) if such Grantor has changed its chief executive office,
is as set forth in the most recent notice (which may be in the form of an updated Schedule 7) delivered pursuant to Section
7(l).




    16


     


    


(c)           On
the Closing Date, each Grantor’s tax identification numbers and organizational identification numbers, if any, are identified
on Schedule 7 (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted
under the Loan Documents). After the Closing Date, each Grantor’s tax identification numbers and organizational identification
numbers, if any, (1) if such Grantor has not changed such numbers as set forth on Schedule 7, are set forth on Schedule
7, or (2) if such Grantor has changed such numbers, are as set forth in the most recent written consent of the Agent to such
change delivered pursuant to Section 7(l).


 


(d)          As
of the Closing Date, no Grantor holds any commercial tort claims that exceed $1,000,000 in amount, except as set forth on Schedule
1.


 


(e)          As
of the Closing Date, set forth on Schedule 9 is a listing of all of Grantors’ Deposit Accounts and Securities Accounts,
including, with respect to each bank or securities intermediary (i) the name and address of such Person, and (ii) the account
numbers of the Deposit Accounts or Securities Accounts maintained with such Person.


 


(f)           Schedule
8 sets forth all Real Property owned by any of the Grantors as of the Closing Date.


 


(g)          As
of the Closing Date: except for any Intellectual Property that has been abandoned or terminated: (i) Schedule 2 provides
a complete and correct list of all Copyrights owned by any Grantor and all applications for registration of Copyrights owned by
any Grantor, in each case, registered with or applied to be registered with the United States Copyright Office, (ii) Schedule
3 provides a complete and correct list of all Intellectual Property Licenses entered into by any Grantor which if expired
or terminated would result in a Material Adverse Effect, (iii) Schedule 4 provides a complete and correct list of all Patents
(including applications therefor) owned by any Grantor, in each case, registered with or applied to be registered with the PTO,
and (iv) Schedule 6 provides a complete and correct list of all Trademarks owned by any Grantor and all applications for
registration of Trademarks owned by any Grantor, in each case, registered with or applied to be registered with the PTO and in
each case of clauses (i)-(iv), included in the Collateral.


 


(h)          Except
as would not reasonably be expected to have a Material Adverse Effect:


 


(i)       each
Grantor owns exclusively or holds licenses in all Intellectual Property that is necessary in or material to the conduct of its
business;


 


(ii)      to
each Grantor’s knowledge, no Person has infringed or misappropriated or is currently infringing or misappropriating any
Intellectual Property rights owned by such Grantor;


 


(iii)     (A)
to each Grantor’s knowledge, (1) such Grantor has not infringed or misappropriated and is not currently infringing or misappropriating
any Intellectual Property rights of any Person, and (2) no product manufactured, used, distributed, licensed, or sold by or service
provided by such Grantor has infringed or misappropriated or is currently infringing or misappropriating any Intellectual Property
rights of any Person and (B) there are no infringement or misappropriation claims or proceedings pending, or to any Grantor’s
knowledge, threatened in writing against any Grantor, and no Grantor has received any written notice of any actual or alleged
infringement or misappropriation of any Intellectual Property rights of any Person;




    17


     


    


(iv)     to
each Grantor’s knowledge, all registered Copyrights, registered Trademarks, and registered Patents that are owned by such
Grantor and necessary in or material to the conduct of such Grantor’s business are valid, subsisting and enforceable and
in compliance with all legal requirements, filings, and payments and other actions that are legally required to maintain such
Intellectual Property are in full force and effect, and


 


(v)      each
Grantor has taken reasonable steps to maintain the confidentiality of and otherwise protect and enforce its rights in all trade
secrets owned by such Grantor that are necessary in or material to the conduct of the business of such Grantor.


 


(i)            This
Agreement creates a valid security interest in the Collateral of each Grantor, to the extent a security interest therein can be
created under the Code, securing the payment of the Secured Obligations. Except to the extent a security interest in the Collateral
cannot be perfected by the filing of a financing statement under the Code, as of the date hereof, all filings and other actions
necessary or desirable to perfect and protect such security interest have been duly taken or will have been taken upon the filing
of financing statements listing each applicable Grantor, as a debtor, and Agent, as secured party, in the jurisdictions listed
next to such Grantor’s name on Schedule 10 (as such schedule may be updated from time to time). Upon the making of
such filings, Agent shall have a first priority (subject only to the Liens which are subject to the ABL/Notes Intercreditor Agreement,
Permitted Liens which are non-consensual Permitted Liens, permitted purchase money Liens, or the interests of lessors under Capital
Leases) perfected security interest in the Collateral of each Grantor to the extent such security interest can be perfected by
the filing of a financing statement under the Code. Upon filing of any Copyright Security Agreement with the United States Copyright
Office, filing of any Patent Security Agreement and any Trademark Security Agreement with the PTO, and the filing of appropriate
financing statements in the jurisdictions listed on Schedule 10, the Security Interest in and on each Grantor’s United
States issued and registered Patents, Trademarks, or Copyrights included in the Collateral will be perfected.


 


(j)            (i)
Except with respect to any Pledged Interests disposed of in compliance with Section 6.3 or 6.4 of the Credit Agreement, each Grantor
is and will at all times be the sole holder of record and the legal and beneficial owner, free and clear of all Liens other than
Permitted Liens, of the Pledged Interests indicated on Schedule 5 as being owned by such Grantor and, when acquired by such Grantor,
any Pledged Interests acquired after the Closing Date, (ii) all of the Pledged Interests are duly authorized, validly issued,
fully paid and, to the extent applicable, non-assessable and such Pledged Interests constitute or will constitute the percentage
of the issued and outstanding Equity Interests of the Pledged Companies of such Grantor identified on Schedule 5 as supplemented
or modified by any Pledged Interests Addendum or any Joinder to this Agreement, (iii) such Grantor has the right and requisite
authority to pledge, the Investment Property pledged by such Grantor to Agent as provided herein, (iv) all actions necessary or
desirable to perfect and establish the first priority (subject only to the Liens which are subject to the ABL/Notes Intercreditor
Agreement, Permitted Liens which are non-consensual Permitted Liens, permitted purchase money Liens, or the interests of lessors
under Capital Leases) of, or otherwise protect, Agent’s Liens in the Investment Property, and the proceeds thereof, have
been duly taken, upon (A) the execution and delivery of this Agreement, (B) the taking of possession by Agent (or its agent or
designee) of any certificates representing the Pledged Interests, to the extent such Pledged Interests are represented by certificates,
together with undated powers (or other documents of transfer acceptable to Agent) endorsed in blank by the applicable Grantor,
(C) the filing of financing statements in the applicable jurisdiction set forth on Schedule 10 for such Grantor with respect
to the Pledged Interests of such Grantor that are not represented by certificates, and (D) with respect to any Securities Accounts
to the extent constituting Collateral, the delivery of Control Agreements with respect thereto to the extent required hereunder,
and (v) each Grantor has delivered (or caused to be delivered) or promptly after the Closing Date, will deliver (or cause to be
delivered) to Agent all certificates representing the Pledged Interests owned by such Grantor to the extent such Pledged Interests
are represented by certificates, and undated powers (or other documents of transfer reasonably acceptable to Agent) endorsed in
blank with respect to such certificates. To the knowledge of each Grantor, none of the Pledged Interests owned or held by such
Grantor has been issued or transferred in violation of any securities registration, securities disclosure, or similar laws of
any jurisdiction to which such issuance or transfer may be subject.




    18


     


    


(k)           No
consent, approval, authorization, or other order or other action by, and no notice to or filing with, any Governmental Authority
or any other Person is required (i) for the grant of a Security Interest by such Grantor in and to the Collateral pursuant to
this Agreement or for the execution, delivery, or performance of this Agreement by such Grantor, or (ii) for the exercise by Agent
of the voting or other rights provided for in this Agreement with respect to the Investment Property or the remedies in respect
of the Collateral pursuant to this Agreement, except (A) as may be required in connection with such disposition of Investment
Property by laws affecting the offering and sale of securities generally, (B) for consents, approvals, authorizations, or other
orders or actions that have already been obtained or given (as applicable) and that are still in force, (C) in the case of Pledged
Interests of Persons that are not Subsidiaries as of the Closing Date, transfer restrictions that exist at the time of acquisition
of Equity Interests in such Persons, (D) the filing of financing statements and other filings necessary to perfect the Security
Interests granted hereby, and (E) in accordance with the ABL/Notes Intercreditor Agreement. Except as could not reasonably be
likely, either individually or in the aggregate, to cause a Material Adverse Effect, no Intellectual Property License of any Grantor
that is necessary in or material to the conduct of such Grantor’s business requires any consent of any other Person that
has not been obtained in order for such Grantor to grant the security interest granted hereunder in such Grantor’s right,
title or interest in or to such Intellectual Property License.


 


(l)            [Reserved].


 


(m)          [Reserved].


 


(n)          As
to all Pledged Interests that are limited liability company or partnership interests, issued under any Pledged Operating Agreement
or Pledged Partnership Agreement, each Grantor hereby represents and warrants that such Pledged Interests issued pursuant to such
agreement (i) are not dealt in or traded on securities exchanges or in securities markets, (ii) do not constitute investment company
securities, and (iii) are not held by such Grantor in a Securities Account. With respect to the Pledged Operating Agreements,
the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating
Agreement or Pledged Partnership Agreement, which provide that such Pledged Interests are securities governed by Article 8 of
the Code as in effect in any relevant jurisdiction (provided, that, with respect to any agreements governing any of the
Pledged Interests that are limited liability company or partnership interests acquired after the date hereof which provide that
such Pledged Interests are securities governed by Article 8 of the Code as in effect in any relevant jurisdiction, such agreements
provide that such Pledged Interests be certificated and as to any such Pledged Interests that are certificated, such Grantor shall
have complied with Section 7(h)(v) with respect thereto), the applicable Grantors shall not opt out of Article 8 of the Code with
respect to such Pledged Interests without prior written notice to Agent.


 


7.
           Covenants. Each Grantor, jointly and severally, covenants and agrees with Agent
that from and after the date of this Agreement and until the date of termination of this Agreement in accordance with Section
23:


 


(a)           Possession
of Collateral. In the event that any Collateral, including Proceeds, is evidenced by or consists of Negotiable Collateral,
Investment Property, or Chattel Paper having an aggregate value or face amount equal to or in excess of (i) in the case of ABL
Priority Collateral, $1,000,000, and (ii) in the case of Notes Priority Collateral, $5,000,000, the Grantors shall promptly notify
Agent thereof, and if and to the extent that perfection or priority of Agent’s Security Interest is dependent on or enhanced
by possession, the applicable Grantor, promptly (and in any event within sixty days (or such longer period as agreed to by Agent
in writing in its sole discretion)) after written request by Agent, shall execute such documents and instruments as shall be requested
by Agent for such purpose or, if applicable, endorse and deliver physical possession of such Negotiable Collateral, Investment
Property, or Chattel Paper to Agent, together with such undated powers (or other relevant document of transfer acceptable to Agent)
endorsed in blank as shall be requested by Agent, and shall do such other acts or things deemed necessary or desirable by Agent
to protect Agent’s Security Interest therein.




    19


     


    


(b)           Chattel
Paper.


 


(i)       Promptly
(and in any event within sixty days (or such longer period as agreed to by Agent in writing in its sole discretion)) after written
request by Agent, each Grantor shall take all steps reasonably necessary to grant Agent control of all electronic Chattel Paper
in accordance with the Code and all “transferable records” as that term is defined in Section 16 of the Uniform Electronic
Transaction Act and Section 201 of the federal Electronic Signatures in Global and National Commerce Act as in effect in any relevant
jurisdiction, to the extent that the aggregate value or face amount of such electronic Chattel Paper equals or exceeds, in the
case of ABL Priority Collateral, $1,000,000; and


 


(ii)       If
any Grantor retains possession of any Chattel Paper or instruments (which retention of possession shall be subject to the extent
permitted hereby and by the Credit Agreement), promptly (and in any event within thirty days (or such longer period as agreed
to by Agent in writing in its sole discretion)) upon the written request of Agent, such Chattel Paper and instruments shall be
marked with the following legend: “This writing and the obligations evidenced or secured hereby are subject to the Security
Interest of Wells Fargo Bank, National Association, a national banking association, as Agent for the benefit of the Lender Group
and the Bank Product Providers” and any other legend required by the ABL/Notes Intercreditor Agreement.


 


(c)           Control
Agreements.


 


(i)       Subject
to any applicable time periods provided under Section 3.6 of the Credit Agreement and Section 7(k) hereof, each
Grantor shall obtain an executed Control Agreement, from each bank maintaining a Deposit Account or Securities Account for such
Grantor (other than with respect to any Excluded Accounts) in accordance with Section 7(k) below; and


 


(ii)       Subject
to any applicable time periods provided under Section 3.6 of the Credit Agreement and Section 7(k) hereof, each
Grantor shall obtain an executed Control Agreement, from each issuer of uncertificated securities, securities intermediary, or
commodities intermediary issuing or holding any financial assets or commodities to or for any Grantor, or maintaining a Securities
Account for such Grantor (other than with respect to any Excluded Accounts), in each case, to the extent constituting ABL Priority
Collateral, in accordance with Section 7(k) below.


 


(d)           Letter-of-Credit
Rights. If the Grantors (or any of them) are or become the beneficiary of letters of credit constituting ABL Priority Collateral
having a face amount or value of $5,000,000 or more in the aggregate, then the applicable Grantor or Grantors shall promptly (and
in any event within thirty days (or such longer period as agreed to by Agent in writing in its sole discretion) after becoming
a beneficiary), notify Agent thereof and, if an Event of Default exists, promptly (and in any event within ten days (or such longer
period as agreed to by Agent in writing in its sole discretion)) after the written request by Agent, enter into a tri-party agreement
with Agent and the issuer or confirming bank with respect to letter-of-credit rights assigning such letter-of-credit rights to
Agent and directing all payments thereunder to Agent’s Account, all in form and substance reasonably satisfactory to Agent.




    20


     


    


(e)           Commercial
Tort Claims. If the Grantors (or any of them) obtain Commercial Tort Claims constituting ABL Priority Collateral, then the
applicable Grantor or Grantors shall promptly (and in any event within thirty days (or such longer period as agreed to by Agent
in writing in its sole discretion) of obtaining such Commercial Tort Claim), notify Agent of such Commercial Tort Claims and,
promptly (and in any event within thirty days (or such longer period as agreed to by Agent in writing in its sole discretion))
after the written request by Agent, amend Schedule 1 to describe such Commercial Tort Claims in a manner that reasonably
identifies such Commercial Tort Claims and which is otherwise reasonably satisfactory to Agent, and hereby authorizes the filing
of additional financing statements or amendments to existing financing statements describing such Commercial Tort Claims, and
agrees to do such other acts or things deemed reasonably necessary to give Agent a first priority (subject only to the Liens subject
to the ABL/Notes Intercreditor Agreement, Permitted Liens which are non-consensual Permitted Liens, permitted purchase money Liens,
or the interests of lessors under Capital Leases), perfected security interest in any such Commercial Tort Claims.


 


(f)            Government
Contracts. If any Account or Chattel Paper constituting ABL Priority Collateral in excess of $1,000,000 arises out of a contract
or contracts with the United States of America or any department, agency, or instrumentality thereof, Grantors shall notify Agent
within sixty days (or such longer period as agreed to by Agent in writing in its sole discretion) thereof and, if an Event of
Default exists, promptly (and in any event within ten days (or such longer period as agreed to by Agent in writing in its sole
discretion)) after the written request by Agent, execute any instruments or take any steps reasonably required by Agent in order
that all moneys due or to become due under such contract or contracts shall be assigned to Agent, for the benefit of the Lender
Group and the Bank Product Providers, and shall provide written notice thereof under the Assignment of Claims Act or other applicable
law.


 


(g)          Intellectual
Property.


 


(i)       In
order to facilitate filings with the PTO and the United States Copyright Office, each Grantor shall execute and deliver to Agent
on the Closing Date one or more Copyright Security Agreements, Trademark Security Agreements, or Patent Security Agreements, as
applicable, to further evidence Agent’s Lien on such Grantor’s United States issued and registered Patents, Trademarks,
or Copyrights required to be listed on Schedule 4, 6 and 2, respectively.


 


(ii)      Except
as otherwise permitted by the Credit Agreement, or to the extent that failure to act could not reasonably be expected to have
a Material Adverse Effect, each Grantor shall have the duty, with respect to Intellectual Property that is necessary in or material
to the conduct of such Grantor’s business, taken as a whole, to protect and diligently enforce and defend at such Grantor’s
expense such necessary or material Intellectual Property in accordance with its reasonable business judgment, including if such
Intellectual Property is of material economic value, (A) to diligently enforce and defend, including promptly suing for infringement,
misappropriation, or dilution and to recover any and all damages for such infringement, misappropriation, or dilution, and filing
for opposition, interference, and cancellation against conflicting Intellectual Property rights of any Person, (B) to prosecute
diligently any trademark application or service mark application that is part of the Trademarks pending as of the date hereof
or hereafter until payment in full of the Secured Obligations (other than Contingent Surviving Obligations), (C) to prosecute
diligently any patent application that is part of the Patents pending as of the date hereof or hereafter until payment in full
of the Secured Obligations (other than Contingent Surviving Obligations) and (D) to take all reasonable and necessary action to
preserve and maintain all of such Grantor’s Trademarks, Patents, Copyrights, Intellectual Property Licenses, and its rights
therein, including paying all maintenance fees and filing of applications for renewal, affidavits of use, and affidavits of noncontestability.
Except as otherwise permitted by the Credit Agreement, or to the extent that failure to act could not reasonably be expected to
have a Material Adverse Effect, each Grantor further agrees not to abandon any Intellectual Property or Intellectual Property
License that is necessary in or material to the conduct of such Grantor’s business, taken as a whole;




    21


     


    


(iii)     Grantors
acknowledge and agree that Agent shall have no duties with respect to any Intellectual Property or Intellectual Property Licenses
of any Grantor. Without limiting the generality of this Section 7(g)(iii), Grantors acknowledge and agree that Agent shall
not be under any obligation to take any steps necessary to preserve rights in the Collateral consisting of Intellectual Property
or Intellectual Property Licenses against any other Person, but Agent may do so at its option from and after the occurrence and
during the continuance of an Event of Default, and all expenses incurred in connection therewith (including reasonable fees and
expenses of attorneys and other professionals), in each case to the extent payable in accordance with Section 15.7 of the
Credit Agreement, shall be for the sole account of Borrowers and shall be chargeable to the Loan Account;


 


(iv)     If
an Event of Default has occurred and is continuing, and if requested by Agent in writing, each Grantor shall, within ten days
of such request, (A) file applications and take any and all other actions necessary to register on an expedited basis (if expedited
processing is available in accordance with the applicable regulations and procedures of the United States Copyright Office) each
of such Grantor’s unregistered Copyrights in any proprietary software that is material to generating revenue for such Grantor
and identifying such Grantor as the sole claimant thereof in a manner sufficient to claim in the public record (or as a co-claimant
thereof, if such is the case) such Grantor’s ownership or co-ownership thereof, and (B) cause to be prepared, executed,
and delivered to Agent, with sufficient time to permit Agent to submit for recording no later than three Business Days following
such Grantor’s receipt from the United States Copyright Office of notice of such registration of or recordation of transfer
of ownership, as applicable, (1) a Copyright Security Agreement or supplemental schedules to an existing Copyright Security Agreement
of such Grantor reflecting the security interest of Agent in such Copyrights, which supplemental schedules shall be in form and
content suitable for recordation with the United States Copyright Office, and (2) any other documentation as Agent reasonably
deems necessary and requests in order to perfect and continue perfected Agent’s Liens on such Copyrights following such
recordation;


 


(v)      On
each date on which a Compliance Certificate is required to be delivered pursuant to Section 5.1 of the Credit Agreement
(or, if an Event of Default has occurred and is continuing, more frequently if requested by Agent), each Grantor shall provide
Agent with an updated Schedule 2, 4 and 6 reflecting all new Patents, Trademarks or Copyrights included in the Collateral
that are registered or the subject of pending applications for registrations with the PTO or United Stated Copyright Office, as
applicable, and that would be required to be listed on the applicable Schedule if they existed on the Closing Date. In the case
of such registrations or applications for Trademarks and Patents which were acquired by any Grantor, each such Grantor shall promptly
(but in no event later than sixty days (or such longer period as agreed to by Agent in writing in its sole discretion) following
such acquisition) file the necessary documents with the appropriate Governmental Authority identifying the applicable Grantor
as the owner (or as a co-owner thereof, if such is the case) of such Intellectual Property. In each of the foregoing cases, the
applicable Grantor shall, concurrently with the delivery of the next subsequent Compliance Certificate required to be delivered
pursuant to Section 5.1 of the Credit Agreement (or such longer period as agreed to by Agent in writing in its sole discretion),
cause to be prepared, executed, and delivered to Agent one or more Trademark Security Agreements or Patent Security Agreements,
as applicable, or supplemental schedules to previously delivered Trademark Security Agreements, or Patent Security Agreements,
as applicable, to identify such Patent and Trademark registrations and applications therefor (with the exception of Trademark
applications filed on an intent-to-use basis for which no statement of use or amendment to allege use has been filed with and
accepted by the PTO) as being subject to the security interests created thereunder;




    22


     


    


(vi)     Upon
receipt from the United States Copyright Office of notice of registration of any Copyright, each Grantor shall promptly (but in
no event later than sixty days (or such longer period as agreed to by Agent in writing in its sole discretion) following such
receipt) notify (but without duplication of any notice required by Section 7(g)(v)) Agent of such registration by delivering,
or causing to be delivered, to Agent, documentation sufficient for Agent to perfect Agent’s Liens on such Copyright. If
any Grantor acquires from any Person any Copyright registered with the United States Copyright Office or an application to register
any Copyright with the United States Copyright Office, such Grantor shall promptly (but in no event later than sixty days (or
such longer period as agreed to by Agent in writing in its sole discretion) following such acquisition) notify Agent of such acquisition
and deliver, or cause to be delivered, to Agent, documentation sufficient for Agent to perfect Agent’s Liens on such Copyright.
In the case of such Copyright registrations or applications therefor which were acquired by any Grantor, each such Grantor shall
promptly (but in no event later than sixty days (or such longer period as agreed to by Agent in writing in its sole discretion)
following such acquisition) file the necessary documents with the appropriate Governmental Authority identifying the applicable
Grantor as the owner (or as a co-owner thereof, if such is the case) of such Copyrights;


 


(vii)    Each
Grantor shall use commercially reasonable efforts to maintain the confidentiality of the trade secrets owned by such Grantor that
are necessary in or material to the conduct of such Grantor’s business, including protecting the secrecy and confidentiality
of its proprietary software of which it is the owner or licensee; provided that disclosure in connection with the registration
of Intellectual Property or the creation of a source code escrow or a similar arrangement in the ordinary course of business of
the Grantors shall not be deemed a breach of this provision. Each Grantor will maintain and enforce a policy prohibiting the use
of “copyleft” and “open source” software in a manner that requires the public disclosure of any material
aspects of the source code of the proprietary software of such Grantor or the licensing of such proprietary software at no cost;
and


 


(viii)   Each
Grantor shall, when entering into any Intellectual Property License material to the conduct of the business, use commercially
reasonable efforts to obtain an acknowledgement from the licensor to permit the assignment of or grant of a security interest
in such Intellectual Property License (and all rights of Grantor thereunder) to Agent (and any transferees of Agent).


 


(h)           Investment
Property.


 


(i)       If
any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the Closing Date, it shall
promptly (and in any event within sixty days (or such longer period as agreed to by Agent in writing in its sole discretion) of
acquiring or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests;


 


(ii)      Upon
the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property
paid or distributed in respect of the Investment Property that are received by any Grantor shall be held by the Grantors in trust
for the benefit of Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to Agent
in the exact form received;


 


(iii)     Upon
the occurrence and during the continuance of an Event of Default, each Grantor shall promptly deliver to Agent a copy of each
material notice or other material communication received by it in respect of any Pledged Interests;




    23


     


    


(iv)     No
Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged
Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect
to any Pledged Interests if the same is prohibited pursuant to the Credit Agreement;


 


(v)      Subject
to the last paragraph of Section 3 hereof, each Grantor agrees that it will cooperate with Agent in obtaining all necessary
approvals and making all necessary filings under federal, state, or local law to effect the perfection of the Security Interest
on the Investment Property or to effect any sale or transfer of the Investment Property; and


 


(vi)     As
to all limited liability company or partnership interests owned by such Grantor and issued under any Pledged Operating Agreement
or Pledged Partnership Agreement, each Grantor hereby covenants that (A) to the extent each interest in any limited liability
company or limited partnership controlled now or in the future by such Grantor and pledged hereunder is a “security”
within the meaning of Article 8 of the Code and is governed by Article 8 of the Code, such interest shall be certificated and
(B) each such interest shall at all times hereafter continue to be such a security and represented by such certificate. Each Grantor
further covenants and agrees that with respect to any interest in any limited liability company or limited partnership controlled
now or in the future by such Grantor and pledged hereunder that is not a “security” within the meaning of Article
8 of the Code, such Grantor shall at no time elect to treat any such interest as a “security” within the meaning of
Article 8 of the Code, nor shall such interest be represented by a certificate, unless such Grantor provides prior written notification
to Agent of such election and such interest is thereafter represented by a certificate that is promptly delivered to Agent pursuant
to the terms hereof.


 


(i)            Real
Property; Fixtures. Each Grantor covenants and agrees that upon the acquisition of any fee interest in any Material Real Property
Asset it will promptly (and in any event within ninety days (or such longer period as agreed to by Agent in writing in its
reasonable discretion) of acquisition) notify Agent of the acquisition of such Real Property and will grant to Agent, for the
benefit of the Lender Group and the Bank Product Providers, a first priority (subject only to Permitted Liens) Mortgage on the
fee interest in such Real Property now or hereafter owned by such Grantor and shall deliver such other documentation and opinions,
in form and substance satisfactory to Agent, in connection with the grant of such Mortgage as Agent shall request in its Permitted
Discretion, including title insurance policies, financing statements and environmental audits and such Grantor shall pay all recording
costs, intangible taxes and other fees and costs (including reasonable attorneys’ fees and expenses) incurred by Agent in
connection therewith. Each Grantor acknowledges and agrees that, to the extent permitted by applicable law, all of the Collateral
(other than Real Property and fixtures) shall remain personal property.


 


(j)            Transfers
and Other Liens. Grantors shall not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant
any option with respect to, any of the Collateral, except as expressly permitted by the Credit Agreement, or (ii) create or permit
to exist any Lien upon or with respect to any of the Collateral of any Grantor, except for Permitted Liens. The inclusion of Proceeds
in the Collateral shall not be deemed to constitute Agent’s consent to any sale or other disposition of any of the Collateral
except as expressly permitted in this Agreement or the other Loan Documents.


 


(k)           Controlled
Accounts; Controlled Investments.


 


(i)       Subject
to any applicable time periods provided under Section 3.6 of the Credit Agreement, each Grantor shall (A) establish
and maintain cash management services of a type and on terms reasonably satisfactory to Agent at (x) Wells Fargo or (y) a financial
institution reasonably satisfactory to the Agent (Wells Fargo and each such financial institution, a “Controlled Account
Bank”), (B)(1) notify all Account Debtors to make all payments to a Controlled Account, and (2) cause all Collections
that may be sent by an Account Debtor directly to such Grantor to be deposited promptly (and in any event within ten Business
Days (or, during a Cash Dominion Period, five days) into a Controlled Account and (C) cause all accounts into which Account Debtors
make payments to be Collection Accounts.




    24


     


    


(ii)      Subject
to any applicable time periods provided under Section 3.6 of the Credit Agreement with respect to Controlled Accounts existing
as of the Closing Date, and promptly (and in any event within (x) ten Business Days (or such longer period as agreed to by Agent
in writing in its sole discretion) following the establishment of any Controlled Account with any existing Controlled Account
Bank after the Closing Date and (y) thirty days (or such longer period as agreed to by Agent in writing in its sole discretion)
following the establishment of any Controlled Account with any new Controlled Account Bank after the Closing Date, each Grantor
shall establish and maintain Control Agreements with Agent and the Controlled Account Bank, in form and substance reasonably acceptable
to Agent, which Control Agreements shall substantively provide, among other things (unless Agent agrees otherwise as evidenced
by its execution of such Control Agreement), that (A) the Controlled Account Bank will comply with any instructions originated
by Agent directing the disposition of the funds in each applicable Controlled Account without further consent by the applicable
Grantor; provided that, until the delivery of Activation Instructions (as defined below), Controlled Account Bank will comply
with the instructions of the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise
any rights of setoff or recoupment or any other claim against each applicable Controlled Account other than for payment of its
service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other
items of payment, and (C)(1) in the case of Controlled Accounts constituting Collection Accounts, upon the instruction of Agent
(an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep, all amounts in each
applicable Controlled Account to the Agent’s Account and (2) in the case of Controlled Accounts constituting Operating Accounts,
upon the delivery by Agent of an Activation Instruction, the Controlled Account Bank will forward by daily sweep all amounts in
each applicable Controlled Account to the Agent’s Account (it being understood and agreed that Agent shall not issue an
Activation Instruction with respect to the Controlled Accounts unless a Cash Dominion Period has occurred and is continuing at
the time such Activation Instruction is issued). So long as no Event of Default has occurred and is continuing or would result
therefrom, Grantors may amend Schedule 9 to add or replace a Deposit Account set forth on Schedule 9 and shall provide
to Agent an amended Schedule 9 concurrently with the delivery of a Control Agreement as required by this clause (ii) (or
if such Deposit Account is not a Controlled Account, within (x) ten Business Days following the establishment of any Deposit Account
with any existing Controlled Account Bank and (y) thirty days following the establishment of any Deposit Account with any other
financial institution after the Closing Date). Grantor will endeavor to give Agent prompt notice upon the opening of any Deposit
Account opened after the Closing Date.


 


(iii)     Subject
to any applicable time periods provided under Section 3.6 of the Credit Agreement, each Grantor shall establish and maintain
Control Agreements with Agent and the applicable issuer, securities intermediary, or commodities intermediary, in accordance with
the terms of Section 7(k)(ii), with respect to any Permitted Investments consisting of cash, Cash Equivalents, or financial
assets or commodities credited to Securities Accounts (other than with respect to Excluded Accounts). So long as no Event of Default
has occurred and is continuing or would result therefrom, Grantors may add or replace a Securities Account set forth on Schedule
9 and shall, within 45 days (or such longer period as Agent may agree in its sole discretion) of opening of such new or replacement
Securities Account, provide to Agent an amended Schedule 9 and enter into with the applicable issuer, securities intermediary,
or commodities intermediary, and deliver to Agent a Control Agreement executed by such Grantor and the applicable issuer, securities
intermediary, or commodities intermediary in accordance with clause (ii) above. Grantor will endeavor to give Agent prompt notice
upon the opening of any Securities Accounts opened after the Closing Date.




    25


     


    


(l)            Name,
Etc. No Grantor will change its name, chief executive office, organizational identification number, jurisdiction of organization
or organizational identity without the prior written consent of the Agent; provided, that any Grantor may change its name
or chief executive office without the prior written consent of the Agent upon at least thirty days subsequent written notice to
Agent of such change (or such longer period as may be agreed to by the Agent in its sole discretion) (it being understood that
delivery of an updated Schedule 7 hereto shall constitute such required written notice).


 


(m)          Account
Verification. Following the occurrence and during the continuance of an Event of Default, each Grantor will, and will cause
each of its Subsidiaries to, permit Agent, in Agent’s name or in the name of a nominee of Agent, to verify the validity,
amount or any other matter relating to any Account, by mail, telephone, facsimile transmission or other electronic means of transmission
or otherwise. Further, at the written request of Agent, each Grantor will, and will cause each of its Subsidiaries to, send requests
for verification of Accounts or, after the occurrence and during the continuance of an Event of Default, send notices of assignment
of Accounts to Account Debtors and other obligors.


 


(n)           [Reserved].


 


(o)           [Reserved].


 


(p)           Keepwell.
Each Qualified ECP Grantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such
funds or other support as may be needed from time to time by each other Loan Party to guaranty and otherwise honor all Obligations
in respect of Swap Obligations. The obligations of each Qualified ECP Grantor under this Section shall remain in full force and
effect until payment in full of the Obligations (other than Contingent Surviving Obligations). Each Qualified ECP Grantor intends
that this Section 7(p) constitute, and this Section 7(p) shall be deemed to constitute, a “keepwell, support,
or other agreement” for the benefit of each other Grantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity
Exchange Act.


 


8.
           Relation to Other Security Documents. The provisions of this Agreement shall
be read and construed with the other Loan Documents referred to below in the manner so indicated.


 


(a)           Credit
Agreement. In the event of any conflict between any provision in this Agreement and a provision in the Credit Agreement, such
provision of the Credit Agreement shall control.


 


(b)           Patent,
Trademark, Copyright Security Agreements. The provisions of the Copyright Security Agreements, Trademark Security Agreements,
and Patent Security Agreements are supplemental to the provisions of this Agreement, and nothing contained in the Copyright Security
Agreements, Trademark Security Agreements, or the Patent Security Agreements shall limit any of the rights or remedies of Agent
hereunder. In the event of any conflict between any provision in this Agreement and a provision in a Copyright Security Agreement,
Trademark Security Agreement or Patent Security Agreement, such provision of this Agreement shall control.


 


9.
           Further Assurances.


 


(a)           Subject
to the last paragraph of Section 3 hereof, each Grantor agrees that from time to time, at its own expense, such Grantor
will promptly execute and deliver all further instruments and documents, and take all further action, that Agent may reasonably
request, in order to perfect and protect the Security Interest granted hereby, to create, perfect or protect the Security Interest
purported to be granted hereby or to enable Agent to exercise and enforce its rights and remedies hereunder with respect to any
of the Collateral.




    26


     


    


(b)          Subject
to the last paragraph of Section 3 hereof, each Grantor authorizes the filing by Agent of financing or continuation statements,
or amendments thereto, and such Grantor will execute and deliver to Agent such other instruments or notices, as Agent may reasonably
request, in order to perfect and preserve the Security Interest granted or purported to be granted hereby.


 


(c)           Each
Grantor authorizes Agent at any time and from time to time to file, transmit, or communicate, as applicable, financing statements
and amendments (i) describing the Collateral as “all personal property of debtor” or “all assets of debtor”
or words of similar effect, (ii) describing the Collateral as being of equal or lesser scope or with greater detail, or (iii)
that contain any information required by part 5 of Article 9 of the Code for the sufficiency or filing office acceptance.


 


(d)          Each
Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect
to any financing statement filed in connection with this Agreement without the prior written consent of Agent, subject to such
Grantor’s rights under Section 9-509(d)(2) of the Code.


 


10.         Agent’s
Right to Perform Contracts, Exercise Rights, Etc. Upon the occurrence and during the continuance of an Event of Default, Agent
(or its designee) (a) may proceed to perform any and all of the obligations of any Grantor contained in any contract, lease, or
other agreement and exercise any and all rights of any Grantor therein contained as fully as such Grantor itself could, (b) shall
have the right (subject to Section 17(b)) to use any Grantor’s rights under Intellectual Property Licenses in connection
with the enforcement of Agent’s rights hereunder, including the right to prepare for sale and sell any and all Inventory
and Equipment now or hereafter owned by any Grantor and now or hereafter covered by such licenses, and (c) upon three Business
Days’ prior written notice to the Grantors, shall have the right to request that any Equity Interests that are pledged hereunder
be registered in the name of Agent or any of its nominees.


 


11.         Agent
Appointed Attorney-in-Fact.


 


(a)           Each
Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and
in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit
Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish
the purposes of this Agreement, including:


 


(i)       to
ask, demand, collect, sue for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due
under or in connection with the Accounts or any other Collateral of such Grantor;


 


(ii)      to
receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of
mail to such Grantor to that of Agent;


 


(iii)     to
receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;


 


(iv)     to
file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection
of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral;




    27


     


    


(v)      to
repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to
such Grantor in respect of any Account of such Grantor; and


 


(vi)     to
use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents,
Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising
for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral
of such Grantor (subject, in the case of Trademarks, to Grantor’s right to exercise reasonable quality control as is necessary
to maintain the validity and enforceability of those Trademarks).


 


(b)           Agent,
on behalf of the Lender Group or the Bank Product Providers, shall have the right, but shall not be obligated, to bring suit in
its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Agent shall commence any such suit,
the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably
required by Agent in aid of such enforcement.


 


(c)           To
the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done
by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until payment in full of the Secured
Obligations (other than Contingent Surviving Obligations) or the release of such Grantor under this Agreement.


 


12.         Agent
May Perform. If any Grantor fails to perform any agreement contained herein, Agent may itself perform, or cause performance
of, such agreement, and the reasonable expenses of Agent incurred in connection therewith shall be payable, jointly and severally,
by Grantors in accordance with the terms of the Credit Agreement.


 


13.         Agent’s
Duties. The powers conferred on Agent hereunder are solely to protect Agent’s interest in the Collateral, for the benefit
of the Lender Group and the Bank Product Providers, and shall not impose any duty upon Agent to exercise any such powers. Except
for the safe custody of any Collateral in its actual possession and the accounting for moneys actually received by it hereunder,
Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties
or any other rights pertaining to any Collateral. Agent shall be deemed to have exercised reasonable care in the custody and preservation
of any Collateral in its actual possession if such Collateral is accorded treatment substantially equal to that which Agent accords
its own property.


 


14.         Collection
of Accounts, General Intangibles and Negotiable Collateral. At any time upon the occurrence and during the continuance of
an Event of Default, Agent or Agent’s designee may (a) make direct verification from Account Debtors with respect to any
or all Accounts that are part of the Collateral, (b) notify Account Debtors of any Grantor that the Accounts, General Intangibles,
Chattel Paper or Negotiable Collateral of such Grantor have been assigned to Agent, for the benefit of the Lender Group and the
Bank Product Providers, or that Agent has a security interest therein, or (c) collect the Accounts, General Intangibles and Negotiable
Collateral of any Grantor directly, and any collection costs and expenses shall constitute part of such Grantor’s Secured
Obligations under the Loan Documents.


 


15.         Disposition
of Pledged Interests by Agent. None of the Pledged Interests existing as of the date of this Agreement are, and none of the
Pledged Interests hereafter acquired on the date of acquisition thereof will be, registered or qualified under the various federal
or state securities laws of the United States and disposition thereof after an Event of Default has occurred and is continuing
may be restricted to one or more private (instead of public) sales in view of the lack of such registration. Each Grantor understands
that in connection with such disposition, Agent may approach only a restricted number of potential purchasers and further understands
that a sale under such circumstances may yield a lower price for the Pledged Interests than if such Pledged Interests were registered
and qualified pursuant to federal and state securities laws and sold on the open market. Each Grantor, therefore, agrees that:
(a) if Agent shall, pursuant to the terms of this Agreement, sell or cause the Pledged Interests or any portion thereof to be
sold at a private sale, Agent shall have the right to rely upon the advice and opinion of any nationally recognized brokerage
or investment firm (but shall not be obligated to seek such advice and the failure to do so shall not be considered in determining
the commercial reasonableness of such action) as to the best manner in which to offer the Pledged Interest or any portion thereof
for sale and as to the best price reasonably obtainable at the private sale thereof, and (b) such reliance shall be conclusive
evidence that Agent has handled the disposition in a commercially reasonable manner.




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16.         Voting
and Other Rights in Respect of Pledged Interests.


 


(a)           Upon
the occurrence and during the continuation of an Event of Default, (i) Agent may, at its option, and with three Business Days
prior notice to any Grantor (unless such Event of Default is an Event of Default specified in Section 8.4 or 8.5
of the Credit Agreement, in which case no such notice need be given), and in addition to all rights and remedies available to
Agent under any other agreement, at law, in equity, or otherwise, exercise all voting rights, or any other ownership or consensual
rights (including any dividend or distribution rights) in respect of the Pledged Interests owned by such Grantor, but under no
circumstances is Agent obligated by the terms of this Agreement to exercise such rights, and (ii) if Agent duly exercises its
right to vote any of such Pledged Interests, each Grantor hereby appoints Agent, such Grantor’s true and lawful attorney-in-fact
and IRREVOCABLE PROXY to vote such Pledged Interests in any manner Agent deems advisable for or against all matters submitted
or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power-of-attorney and proxy
granted hereby is coupled with an interest and shall be irrevocable.


 


(b)           For
so long as any Grantor shall have the right to vote the Pledged Interests owned by it, such Grantor covenants and agrees that
it will not, without the prior written consent of Agent, vote or take any consensual action with respect to such Pledged Interests
which would materially adversely affect the rights of Agent, the other members of the Lender Group, or the Bank Product Providers,
or the value of the Pledged Interests; provided, however, that the foregoing shall not prohibit any action that is otherwise permissible
pursuant to the terms of the Credit Agreement.


 


17.        Remedies.
Upon the occurrence and during the continuance of an Event of Default:


 


(a)           Agent
may, and, at the instruction of the Required Lenders, shall exercise in respect of the Collateral, in addition to other rights
and remedies provided for herein, in the other Loan Documents, or otherwise available to it, all the rights and remedies of a
secured party on default under the Code or any other applicable law. Without limiting the generality of the foregoing, each Grantor
expressly agrees that, in any such event, Agent without demand of performance or other demand, advertisement or notice of any
kind (except a notice specified below of time and place of public or private sale) to or upon any Grantor or any other Person
(all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the
Code or any other applicable law), may take immediate possession of all or any portion of the Collateral and (i) require Grantors
to, and each Grantor hereby agrees that it will at its own expense and upon request of Agent forthwith, assemble all or part of
the Collateral as directed by Agent and make it available to Agent at one or more locations where such Grantor regularly maintains
Inventory, and (ii) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at
public or private sale, at any of Agent’s offices or elsewhere, for cash, on credit, and upon such other terms as Agent
may deem commercially reasonable. Each Grantor agrees that, to the extent notification of sale shall be required by law, at least
ten days notification by mail to the applicable Grantor of the time and place of any public sale or the time after which any private
sale is to be made shall constitute reasonable notification and specifically such notification shall constitute a reasonable “authenticated
notification of disposition” within the meaning of Section 9-611 of the Code. Agent shall not be obligated to make any sale
of Collateral regardless of notification of sale having been given. Agent may adjourn any public sale from time to time by announcement
at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was
so adjourned. Each Grantor agrees that (A) the internet shall constitute a “place” for purposes of Section 9-610(b)
of the Code, and (B) to the extent notification of sale shall be required by law, notification by mail of the URL where a sale
will occur and the time when a sale will commence at least ten days prior to the sale shall constitute a reasonable notification
for purposes of Section 9-611(b) of the Code. Each Grantor agrees that any sale of Collateral to a licensor pursuant to the terms
of a license agreement between such licensor and a Grantor is sufficient to constitute a commercially reasonable sale (including
as to method, terms, manner, and time) within the meaning of Section 9-610 of the Code.




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(b)           Agent
is hereby granted a non-exclusive license or other right to use, without liability for royalties or any other charge, each Grantor’s
Intellectual Property, including but not limited to, any labels, Patents, Trademarks, trade names, URLs, domain names, industrial
designs, Copyrights, and advertising matter, whether owned by any Grantor or with respect to which any Grantor has rights under
license, sublicense, or other agreements (including any Intellectual Property License) (to the extent not expressly prohibited
by such license, sublicense or other agreement), as it pertains to the Collateral, for the sole purpose of allowing the Agent
to exercise its rights and remedies under this Agreement (including preparing for sale, advertising for sale and selling any Collateral),
and including in such license, to the extent necessary to exercise such rights and remedies, reasonable access to media in which
any of the licensed items may be recorded or stored and to all computer software used for the compilation or printout thereof,
and each Grantor’s rights under all licenses and all franchise agreements shall inure to the benefit of Agent (subject,
in the case of Trademarks, to Grantor’s right to exercise reasonable quality control as is necessary to maintain the validity
and enforceability of those Trademarks).


 


(c)           Agent
may, in addition to other rights and remedies provided for herein, in the other Loan Documents, or otherwise available to it under
applicable law and without the requirement of notice to or upon any Grantor or any other Person (which notice is hereby expressly
waived to the maximum extent permitted by the Code or any other applicable law), (i) with respect to any Grantor’s Deposit
Accounts in which Agent’s Liens are perfected by control under Section 9-104 of the Code, instruct the bank maintaining
such Deposit Account for the applicable Grantor to pay the balance of such Deposit Account to or for the benefit of Agent, and
(ii) with respect to any Grantor’s Securities Accounts in which Agent’s Liens are perfected by control under Section
9-106 of the Code, instruct the securities intermediary maintaining such Securities Account for the applicable Grantor to (A)
transfer any cash in such Securities Account to or for the benefit of Agent, or (B) liquidate any financial assets in such Securities
Account that are customarily sold on a recognized market and transfer the cash proceeds thereof to or for the benefit of Agent.


 


(d)           Any
cash held by Agent as Collateral and all cash Proceeds received by Agent in respect of any sale of, collection from, or other
realization upon all or any part of the Collateral shall be applied against the Secured Obligations in the order set forth in
the Credit Agreement. In the event the proceeds of Collateral are insufficient to satisfy all of the Secured Obligations in full
(other than Contingent Surviving Obligations), each Grantor shall remain jointly and severally liable for any such deficiency.




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18.         Remedies
Cumulative. Subject to the provisions of Section 9.2 of the Credit Agreement, each right, power, and remedy of Agent, any
other member of the Lender Group, or any Bank Product Provider as provided for in this Agreement, the other Loan Documents or
any Bank Product Agreement now or hereafter existing at law or in equity or by statute or otherwise shall be cumulative and concurrent
and shall be in addition to every other right, power, or remedy provided for in this Agreement, the other Loan Documents and the
Bank Product Agreements or now or hereafter existing at law or in equity or by statute or otherwise, and the exercise or beginning
of the exercise by Agent, any other member of the Lender Group, or any Bank Product Provider, of any one or more of such rights,
powers, or remedies shall not preclude the simultaneous or later exercise by Agent, such other member of the Lender Group or such
Bank Product Provider of any or all such other rights, powers, or remedies.


 


19.         Marshaling.
Agent shall not be required to marshal any present or future collateral security (including but not limited to the Collateral)
for, or other assurances of payment of, the Secured Obligations or any of them or to resort to such collateral security or other
assurances of payment in any particular order, and all of its rights and remedies hereunder and in respect of such collateral
security and other assurances of payment shall be cumulative and in addition to all other rights and remedies, however existing
or arising. To the extent that it lawfully may, each Grantor hereby agrees that it will not invoke any law relating to the marshaling
of collateral which might cause delay in or impede the enforcement of Agent’s rights and remedies under this Agreement or
under any other instrument creating or evidencing any of the Secured Obligations or under which any of the Secured Obligations
is outstanding or by which any of the Secured Obligations is secured or payment thereof is otherwise assured, and, to the extent
that it lawfully may, each Grantor hereby irrevocably waives the benefits of all such laws.


 


20.         Indemnity.
Each Grantor agrees to indemnify Agent, the other members of the Lender Group, and the Bank Product Providers from and against
all claims, lawsuits and liabilities (including reasonable attorneys’ fees) arising out of or resulting from this Agreement
(including enforcement of this Agreement) or any other Loan Document to which such Grantor is a party in accordance with and to
the extent set forth in Section 10.3 of the Credit Agreement. This provision shall survive the termination of this Agreement
and the Credit Agreement and the repayment of the Secured Obligations.


 


21.         Integration,
Amendments; Etc. THIS AGREEMENT, TOGETHER WITH THE OTHER LOAN DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN AGREEMENTS
BETWEEN THE PARTIES. No waiver of any provision of this Agreement, and no consent to any departure by any Grantor herefrom, shall
in any event be effective unless the same shall be in writing and signed by Agent, and then such waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given. No amendment of any provision of this Agreement shall
be effective unless the same shall be in writing and signed by Agent and each Grantor to which such amendment applies.


 


22.         Addresses
for Notices. All notices and other communications provided for hereunder shall be given in the form and manner and delivered
to Agent at its address specified in the Credit Agreement, and to any of the Grantors at the notice address specified for Borrowers
in the Credit Agreement, or as to any party, at such other address as shall be designated by such party in a written notice to
the other party.




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23.         Continuing
Security Interest; Assignments under Credit Agreement.


 


(a)           This
Agreement shall create a continuing security interest in the Collateral and shall (i) remain in full force and effect until the
Secured Obligations have been paid in full (other than Contingent Surviving Obligations) in accordance with the provisions of
the Credit Agreement, (ii) be binding upon each Grantor, and their respective successors and assigns, and (iii) inure to the benefit
of, and be enforceable by, Agent, and its permitted successors, transferees and assigns. Without limiting the generality of the
foregoing clause (iii), any Lender may, in accordance with the provisions of the Credit Agreement, assign or otherwise transfer
all or any portion of its rights and obligations under the Credit Agreement to any other Person, and such other Person shall thereupon
become vested with all the benefits in respect thereof granted to such Lender herein or otherwise. Upon payment in full of the
Secured Obligations (other than Contingent Surviving Obligations) in accordance with the provisions of the Credit Agreement and
the expiration or termination of the Commitments, the Guaranty made and the Security Interest granted hereby shall terminate and
all rights to the Collateral shall revert to Grantors or any other Person entitled thereto. In addition to the circumstances described
in Section 15.11 of the Credit Agreement, the Liens granted to the Agent by the Grantors on any Collateral shall be released (i)
if the release of such Lien is approved, authorized or ratified in writing by the requisite number of Lenders required in accordance
with Section 14.1 of the Credit Agreement, (ii) to the extent such Collateral ceases to be Collateral (including by virtue of
becoming or constituting an Excluded Asset) and (iii) with respect to Notes Priority Collateral, as required pursuant to the ABL/Notes
Intercreditor Agreement.  At such time, upon Borrowers’ request, Agent will file appropriate UCC amendments releasing
Agent’s Lien upon such assets and will otherwise execute such agreements, documents, notices and instruments as may be reasonably
requested by the Administrative Borrower. No transfer or renewal, extension, assignment, or termination of this Agreement or of
the Credit Agreement, any other Loan Document, or any other instrument or document executed and delivered by any Grantor to Agent
nor any additional Revolving Loans or other loans made by any Lender to any Borrower, nor the taking of further security, nor
the retaking or re-delivery of the Collateral to Grantors, or any of them, by Agent, nor any other act of the Lender Group or
the Bank Product Providers, or any of them, shall release any Grantor from any obligation, except a release or discharge executed
in writing by Agent in accordance with the provisions of the Credit Agreement. Agent shall not by any act, delay, omission or
otherwise, be deemed to have waived any of its rights or remedies hereunder, unless such waiver is in writing and signed by Agent
and then only to the extent therein set forth. A waiver by Agent of any right or remedy on any occasion shall not be construed
as a bar to the exercise of any such right or remedy which Agent would otherwise have had on any other occasion.


 


(b)           If
any member of the Lender Group or any Bank Product Provider repays, refunds, restores, or returns in whole or in part, any payment
or property (including any Proceeds of Collateral) previously paid or transferred to such member of the Lender Group or such Bank
Product Provider in full or partial satisfaction of any Secured Obligation or on account of any other obligation of any Loan Party
under any Loan Document or any Bank Product Agreement, because the payment, transfer, or the incurrence of the obligation
so satisfied is asserted or declared to be void, voidable, or otherwise recoverable under any law relating to creditors’
rights, including provisions of the Bankruptcy Code relating to fraudulent transfers, preferences, or other voidable or recoverable
obligations or transfers (each, a “Voidable Transfer”), or because such member of the Lender Group or
Bank Product Provider elects to do so on the reasonable advice of its counsel in connection with a claim that the payment, transfer,
or incurrence is or may be a Voidable Transfer, then, as to any such Voidable Transfer, or the amount thereof that such member
of the Lender Group or Bank Product Provider elects to repay, restore, or return (including pursuant to a settlement of any claim
in respect thereof), and as to all reasonable costs, expenses, and attorneys’ fees of such member of the Lender Group or
Bank Product Provider related thereto, (i) the liability of the Loan Parties with respect to the amount or property paid, refunded,
restored, or returned will automatically and immediately be revived, reinstated, and restored and will exist, and (ii) Agent’s
Liens securing such liability shall be effective, revived, and remain in full force and effect, in each case, as fully as if such
Voidable Transfer had never been made. If, prior to any of the foregoing, (A) Agent’s Liens shall have been released or
terminated, or (B) any provision of this Agreement shall have been terminated or cancelled, Agent’s Liens, or such
provision of this Agreement, shall be reinstated in full force and effect and such prior release, termination, cancellation or
surrender shall not diminish, release, discharge, impair or otherwise affect the obligation of any Loan Party in respect of such
liability or any Collateral securing such liability.




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24.         Survival.
All representations and warranties made by the Grantors in this Agreement and in the certificates or other instruments delivered
in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and
shall survive the execution and delivery of this Agreement and the making of any Loans and issuance of any Letters of Credit,
regardless of any investigation made by any such other party or on its behalf and notwithstanding that Agent, Issuing Bank, or
any Lender may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the
time any credit is extended under the Credit Agreement, and shall continue in full force and effect as long as the principal of
or any accrued interest on any loan or any fee or any other amount payable under the Credit Agreement is outstanding and unpaid
or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated.


 


25.        CHOICE
OF LAW AND VENUE; JURY TRIAL WAIVER.


 


(a)           THE
VALIDITY OF THIS AGREEMENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, THE RIGHTS OF THE PARTIES HERETO WITH RESPECT
TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO, AND ANY CLAIMS, CONTROVERSIES OR DISPUTES ARISING HEREUNDER OR RELATED HERETO
SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


(b)           THE
PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE TRIED AND LITIGATED ONLY IN THE
STATE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK; PROVIDED,
THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENT’S OPTION, IN THE COURTS
OF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH GRANTOR
AND AGENT WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON
CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 25(b).


 


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




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(d)           EACH
PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED
IN THE COUNTY OF NEW YORK AND THE STATE OF NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT,
OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION
OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED
BY LAW. NOTHING IN THIS AGREEMENT SHALL AFFECT ANY RIGHT THAT AGENT MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT AGAINST ANY GRANTOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.


 


(e)           NO
CLAIM MAY BE MADE BY ANY PARTY HERETO AGAINST ANY GRANTOR, THE AGENT, THE SWING LENDER, ANY OTHER LENDER, ISSUING BANK, OR ANY
AFFILIATE, DIRECTOR, OFFICER, EMPLOYEE, COUNSEL, REPRESENTATIVE, AGENT, OR ATTORNEY-IN-FACT OF ANY OF THEM FOR ANY SPECIAL, INDIRECT,
CONSEQUENTIAL, OR PUNITIVE DAMAGES IN RESPECT OF ANY CLAIM FOR BREACH OF CONTRACT OR ANY OTHER THEORY OF LIABILITY ARISING OUT
OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OR ANY ACT, OMISSION, OR EVENT OCCURRING IN CONNECTION HEREWITH,
AND EACH GRANTOR HEREBY WAIVES, RELEASES, AND AGREES NOT TO SUE UPON ANY CLAIM FOR SUCH DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER
OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR.


 


26.        New
Subsidiaries. Pursuant to Section 5.11 of the Credit Agreement, certain Subsidiaries (whether by acquisition or creation)
of any Grantor are required to enter into this Agreement by executing and delivering in favor of Agent a Joinder to this Agreement
in substantially the form of Annex 1. Upon the execution and delivery of Annex 1 by any such new Subsidiary, such
Subsidiary shall become a Guarantor and/or Grantor hereunder with the same force and effect as if originally named as a Guarantor
and/or Grantor herein. The execution and delivery of any instrument adding an additional Guarantor or Grantor as a party to this
Agreement shall not require the consent of any Guarantor or Grantor hereunder. The rights and obligations of each Guarantor and
Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor or Grantor hereunder.


 


27.         Agent.
Each reference herein to any right granted to, benefit conferred upon or power exercisable by the “Agent” shall be
a reference to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers.


 


28.         ABL/Notes
Intercreditor Agreement. Notwithstanding anything to the contrary herein, this Agreement and the other Loan Documents, the
Liens granted to Agent pursuant to the Loan Documents and the exercise of any right or remedy by Agent thereunder with respect
to the Collateral, are subject to the provisions of the ABL/ Notes Intercreditor Agreement. In the event of any conflict between
the terms of the ABL/ Notes Intercreditor Agreement and the Loan Documents, the terms of the ABL/ Notes Intercreditor Agreement
shall govern and control (including as to (i) whether a particular Lien of Agent shall have priority over the Liens of Notes Collateral
Agent and (ii) whether a particular Lien of Notes Collateral Agent shall have priority over the Liens of Agent). So long as the
ABL/Notes Intercreditor Agreement is in effect, a Loan Party may satisfy its obligations to provide notice or deliver possession
or control of any Collateral to Agent by providing notice or delivering possession or control of (a) any ABL Priority Collateral
(as defined in the ABL/Notes Intercreditor Agreement) to Agent (or its agent, designee or bailee) or (b) any Notes Priority Collateral
(as defined in the ABL/Notes Intercreditor Agreement) to Notes Collateral Agent (or its agent, designee or bailee). Furthermore
and for the avoidance of doubt, any actions authorized to be taken hereunder with respect to the Notes Priority Collateral shall
be subject to the limitation on enforcement of remedies set forth in the ABL/Notes Intercreditor Agreement.




    34


     


    


29.         Miscellaneous.


 


(a)           This
Agreement is a Loan Document. This Agreement may be executed in any number of counterparts and by different parties on separate
counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together,
shall constitute but one and the same agreement. Delivery of an executed counterpart of this Agreement by telefacsimile or other
electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Agreement.
Any party delivering an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission also
shall deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall
not affect the validity, enforceability, and binding effect of this Agreement. The foregoing shall apply to each other Loan Document
mutatis mutandis.


 


(b)           Any
provision of this Agreement which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such
provision in any other jurisdiction. Each provision of this Agreement shall be severable from every other provision of this Agreement
for the purpose of determining the legal enforceability of any specific provision.


 


(c)           Headings
and numbers have been set forth herein for convenience only. Unless the contrary is compelled by the context, everything contained
in each Section applies equally to this entire Agreement.


 


(d)           Neither
this Agreement nor any uncertainty or ambiguity herein shall be construed against any member of the Lender Group, any Bank Product
Provider, or any Grantor, whether under any rule of construction or otherwise. This Agreement has been reviewed by all parties
and shall be construed and interpreted according to the ordinary meaning of the words used so as to accomplish fairly the purposes
and intentions of all parties hereto.


 


[Signature
Pages Follow]




    35


     


    


IN
WITNESS WHEREOF, the undersigned parties hereto have caused this Agreement to be executed and delivered as of the day and year
first above written.


 


	 	Grantors:
	 	 
	 	CPI
    CARD GROUP INC., a Delaware corporation
	 	 
	 	By:	/s/
    John Lowe 
	 	Name:	John
    Lowe 
	 	Title:	Chief
    Financial Officer and Vice President
	 	 
	 	CPI
    CG Inc., a Delaware corporation
	 	 
	 	By:	/s/
    John Lowe 
	 	Name:	John
    Lowe 
	 	Title:	Vice
    President 
	 	 	 
	 	CPI
    Card Group - Indiana, Inc., an Indiana corporation
	 	 
	 	By:	/s/
    John Lowe 
	 	Name:	John
    Lowe 
	 	Title:	Vice
    President 
	 	 	 
	 	CPI
    Card Group - Tennessee, Inc., a Tennessee
    corporation
	 	 
	 	By:	/s/
    John Lowe 
	 	Name:	John
    Lowe 
	 	Title:	Vice
    President 
	 	 	 
	 	CPI
    Card Group - Minnesota, Inc., a Delaware
    corporation
	 	 
	 	By:	/s/
    John Lowe 
	 	Name:	John
    Lowe 
	 	Title:	Vice
    President 
	 	 	 
	 	CPI
    Holding CO., a Colorado corporation
	 	 
	 	By:	/s/
    John Lowe 
	 	Name:	John
    Lowe 
	 	Title:	Vice
    President 



  


[Signature Page to Guaranty and Security Agreement]




    


     


    


	 	CPI
    Card Group - Colorado, Inc., a Colorado corporation
	 	 
	 	By:	/s/
    John Lowe 
	 	Name:	John
    Lowe 
	 	Title:	Vice
    President 


  


[Signatures
Continued on Following Page]


 


[Signature Page to Guaranty and Security Agreement]




    


     


    


[Signatures
Continued from Previous Page]


 


	Agent:	 
	 	 
	WELLS
FARGO BANK, NATIONAL ASSOCIATION, a national banking association  
	 
	 	 
	By:	 /s/ Chris Heckman 	 
	Name: 	Chris Heckman 	 
	Title: 	Authorized Signatory	 



 


[Signature Page to Guaranty and Security Agreement]