Exhibit 10.2


 


PLEDGE AND SECURITY AGREEMENT


 


THIS PLEDGE AND SECURITY
AGREEMENT (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Security Agreement”)
is entered into as of September 30, 2022, by and among THE TILE SHOP, LLC, a Delaware limited liability company (“Tile
Shop LLC”), TILE SHOP LENDING, INC., a Delaware corporation (“Tile Shop Lending”), TILE SHOP HOLDINGS, INC.,
a Delaware corporation (“Holdings”), THE TILE SHOP OF MICHIGAN, LLC, a Michigan limited liability company (“TS
Michigan”), and any additional entities which become parties to this Security Agreement by executing a Security Agreement Supplement
hereto in substantially the form of Annex I hereto (such additional entities, together with Tile Shop LLC, Tile Shop Lending, Holdings,
and TS Michigan, each a “Grantor”, and collectively, the “Grantors”), and JPMorgan Chase Bank,
N.A., in its capacity as administrative agent (the “Administrative Agent”) for the lenders party to the Credit Agreement
referred to below.


 


PRELIMINARY STATEMENT


 


Tile Shop LLC and Tile Shop
Lending (the “Borrowers”, and each a “Borrower”), each Grantor, as a Loan Guarantor, the other
Loan Parties and the Lenders are entering into a Credit Agreement dated as of September 30, 2022 (as it may be amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”). Each Grantor is entering into this
Security Agreement in order to induce the Lenders to enter into and extend credit to the Borrowers under the Credit Agreement and to
secure the Secured Obligations that it has agreed to guarantee pursuant to Article X of the Credit Agreement.


 


ACCORDINGLY, the Grantors
and the Administrative Agent, on behalf of the Secured Parties, hereby agree as follows:


 


ARTICLE I


DEFINITIONS


 


1.1.          Terms
Defined in Credit Agreement. All capitalized terms used herein and not otherwise defined herein shall have the meanings assigned
to such terms in the Credit Agreement.


 


1.2.          Terms
Defined in UCC. Terms defined in the UCC which are not otherwise defined in this Security Agreement are used herein as defined in
the UCC.


 


1.3.          Definitions
of Certain Terms Used Herein. As used in this Security Agreement, in addition to the terms defined in the first paragraph hereof
and in the Preliminary Statement, the following terms shall have the following meanings:


 


“Accounts”
shall have the meaning set forth in Article 9 of the UCC.


 


“Applicable IP Office”
means the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency within or, solely
in the case of Section 4.7, outside the United States.


 


“Article”
means a numbered article of this Security Agreement, unless another document is specifically referenced.


 


“Chattel Paper”
shall have the meaning set forth in Article 9 of the UCC.


 


“Closing Date”
means the date of the Credit Agreement.


 


“Collateral”
shall have the meaning set forth in Article II.


 






    


     


    

 


“Collateral Access
Agreement” means any landlord waiver or other agreement, in form and substance satisfactory to the Administrative Agent, between
the Administrative Agent and any third party (including any bailee, consignee, customs broker, or other similar Person) in possession
of any Collateral or any landlord of any real property where any Collateral is located, as such landlord waiver or other agreement may
be amended, restated, supplemented or otherwise modified from time to time.


 


“Commercial Tort
Claims” means commercial tort claims as defined in Article 9 of the UCC, including each commercial tort claim specifically
described on Exhibit I.


 


“Confirmatory Grant”
shall have the meaning set forth in Section 3.10(e).


 


“Control”
shall have the meaning set forth in Article 8 or, if applicable, in Section 9-104, 9-105, 9-106 or 9-107 of Article 9
of the UCC.


 


“Copyrights”
means, with respect to any Person, all of such Person’s rights, title and interests (and all related IP Ancillary Rights) arising
under any Requirement of Law in or relating to copyrights and all mask works, database and design rights, whether or not registered or
published, all registrations and recordations thereof and all applications in connection therewith.


 


“Default”
means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.


 


“Deposit Account
Control Agreement” means an agreement, in form and substance reasonably satisfactory to the Administrative Agent, among any
Grantor, a banking institution holding such Grantor’s funds, and the Administrative Agent with respect to collection and control
of all deposits and balances held in a deposit account maintained by such Grantor with such banking institution.


 


“Deposit Accounts”
shall have the meaning set forth in Article 9 of the UCC.


 


“Documents”
shall have the meaning set forth in Article 9 of the UCC.


 


“Equipment”
shall have the meaning set forth in Article 9 of the UCC.


 


“Event of Default”
means an event described in Section 5.1.


 


“Excluded Deposit
Account” means a deposit account the balance of which consists exclusively of (and is identified when established as an account
established solely for the purposes of (a) amounts held for taxes (including, without limitation, sales tax and withheld income
Taxes and federal, state, local or foreign employment Taxes in such amounts as are required in the reasonable judgment of a Grantor to
be paid to the IRS or any other U.S., federal, state or local or foreign government agencies within the following month with respect
to employees of such Grantor, (b) amounts required to be paid over to an employee benefit plan pursuant to DOL Reg. Sec. 2510.3-102
on behalf of or for the benefit of employees of any Grantor), (c) amounts which are required to be pledged or otherwise provided
as security pursuant to any requirement of any Governmental Authority or foreign pension requirement, (d) amounts to be used to
fund payroll obligations (including, but not limited to, amounts payable to any employment contracts between any Grantor and their respective
employees), (e) zero balance accounts; provided that such accounts balance to zero on every Business Day, (f) amounts maintained
solely in trust for the benefit of third parties and fiduciary accounts, (g) escrow accounts, and (h) other deposit accounts
maintained in the ordinary course of business containing cash amounts that do not exceed at any time $100,000 for any such account.


 


“Exhibit”
refers to a specific exhibit to this Security Agreement, unless another document is specifically referenced.


 






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“Fixtures”
shall have the meaning set forth in Article 9 of the UCC.


 


“General Intangibles”
shall have the meaning set forth in Article 9 of the UCC.


 


“Goods”
shall have the meaning set forth in Article 9 of the UCC.


 


“Industrial Designs”
means, with respect to any Person, all of such Person’s right, title and interest (and all related IP Ancillary Rights) arising
under any Requirement of Law in or relating to registered industrial designs and industrial design applications.


 


“Instruments”
shall have the meaning set forth in Article 9 of the UCC.


 


“Intellectual Property”
means all rights, title and interests in or relating to all Copyrights, Patents, Industrial Designs, Software, Trademarks, Internet
Domain Names, Trade Secrets and IP Licenses and all IP Ancillary Rights relating thereto.


 


“Internet Domain
Name” means, with respect to any Person, all of such Person’s right, title and interest (and all related IP Ancillary
Rights) arising under any Requirement of Law in or relating to internet domain names.


 


“Inventory”
shall have the meaning set forth in Article 9 of the UCC.


 


“Investment Property”
shall have the meaning set forth in Article 9 of the UCC.


 


“IP Ancillary Rights”
means, with respect to any Intellectual Property, as applicable, all foreign counterparts to, and all divisionals, reversions, continuations,
continuations-in-part, reissues, reexaminations, renewals and extensions of, such Intellectual Property and all income, royalties, proceeds
and Liabilities at any time due or payable or asserted under or with respect to any of the foregoing or otherwise with respect to such
Intellectual Property throughout the world, including all rights to sue or recover at law or in equity for any past, present or future
infringement, misappropriation, dilution, violation or other impairment thereof, and, in each case, all rights to obtain any other IP
Ancillary Right throughout the world.


 


“IP License”
means all contractual obligations (and all related IP Ancillary Rights), whether written or oral, granting any right, title and interest
in or relating to any Intellectual Property.


 


“Lenders”
means the lenders party to the Credit Agreement and their successors and permitted assigns.


 


“Letter-of-Credit
Rights” shall have the meaning set forth in Article 9 of the UCC.


 


“Liabilities”
mean all claims, actions, suits, judgments, damages, losses, liability, obligations, responsibilities, fines, penalties, sanctions, costs,
fees, Taxes, commissions, charges, disbursements and expenses (including those incurred upon any appeal or in connection with the preparation
for and/or response to any subpoena or request for document production relating thereto), in each case of any kind or nature (including
interest accrued thereon or as a result thereto and fees, charges and disbursements of financial, legal and other advisors and consultants),
whether joint or several, whether or not indirect, contingent, consequential, actual, punitive, treble or otherwise.


 


“Material Intellectual
Property” means Intellectual Property that is owned by or licensed to a Grantor and material to the conduct of such Grantor’s
business.


 


“Member Rights”
means, in connection with any Pledged Collateral, all control rights of the owner of such Pledged Collateral, including without limitation
all voting rights, all financial rights, all governance rights and all rights to be a member of and participate in the management of
the business and affairs of the issuer of such Pledged Collateral, and all other rights and powers of such owner with respect to such
issuer.


 






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“Patents” mean, with respect
to any Person, all of such Person’s rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement
of Law in or relating to letters patent and applications therefor.


 


“Pledged Collateral”
means, collectively, all (a) Instruments of the Grantors, (b) Securities of the Grantors, (c) other Investment Property
of the Grantors, and (d) General Intangibles of the Grantors consisting of Equity Interests of a limited liability company; in each
case whether or not physically delivered to the Administrative Agent pursuant to this Security Agreement.


 


“Receivables”
means the Accounts, Chattel Paper, Documents, Investment Property, Instruments and any other rights or claims to receive money
which are General Intangibles or which are otherwise included as Collateral.


 


“Section”
means a numbered section of this Security Agreement, unless another document is specifically referenced.


 


“Secured Parties”
shall have the meaning set forth in the Credit Agreement.


 


“Security”
shall have the meaning set forth in Article 8 of the UCC.


 


“Software”
means (a) all computer programs, including source code and object code versions, (b) all data, databases and compilations of
data, whether machine readable or otherwise, and (c) all documentation, training materials and configurations related to any of
the foregoing.


 


“Security Agreement
Supplement” shall mean any Security Agreement Supplement to this Security Agreement in substantially the form of Annex I hereto
executed by an entity that becomes a Grantor under this Security Agreement after the date hereof.


 


“Stock Rights”
means all dividends, instruments or other distributions and any other right or property which the Grantors shall receive or shall become
entitled to receive for any reason whatsoever with respect to, in substitution for or in exchange for any Equity Interest constituting
Collateral, any right to receive an Equity Interest and any right to receive earnings, in which the Grantors now have or hereafter acquire
any right, issued by an issuer of such Equity Interest.


 


“Supporting Obligations”
shall have the meaning set forth in Article 9 of the UCC.


 


“Trade Secrets”
mean, with respect to any Person all of such Person’s right, title and interest (and all related IP Ancillary Rights) arising under
any Requirement of Law in or relating to proprietary, confidential and/or non-public information, however documented, including but not
limited to confidential ideas, know-how, concepts, methods, processes, formulae, reports, data, customer lists, mailing lists, business
plans and all other trade secrets.


 


“Trademarks”
mean, with respect to any Person, all of such Person’s rights, title and interests (and all related IP Ancillary Rights) arising
under any Requirement of Law in or relating to trademarks, trade names, corporate names, company names, business names, fictitious business
names, trade styles, service marks, logos and other source or business identifiers and, in each case, all goodwill associated therewith,
all registrations and recordations thereof and all applications in connection therewith.


 


“UCC”
means the Uniform Commercial Code, as in effect from time to time, of the State of New York or of any other state the laws of which are
required as a result thereof to be applied in connection with the attachment, perfection or priority of, or remedies with respect to,
Administrative Agent’s or any other Secured Party’s Lien on any Collateral.


 






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The foregoing definitions
shall be equally applicable to both the singular and plural forms of the defined terms.


 


ARTICLE II


GRANT OF SECURITY INTEREST


 


Each Grantor hereby pledges,
assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Secured Parties, a security interest
in all of such Grantor’s right, title and interest in, to and under all personal property and other assets, whether now owned by
or owing to, or hereafter acquired by or arising in favor of such Grantor (including under any trade name or derivations thereof), and
whether owned or consigned by or to, or leased from or to, such Grantor, and regardless of where located (all of which will be collectively
referred to as the “Collateral”), including:


 


		(i)	all Accounts;



 


		(ii)	all Chattel Paper;



 


		(iii)	all Copyrights, Patents and Trademarks;



 


		(iv)	all Documents;



 


		(v)	all Equipment;



 


		(vi)	all Fixtures;



 


		(vii)	all General Intangibles;



 


		(viii)	all Goods;



 


		(ix)	all Instruments;



 


		(x)	all Inventory;



 


		(xi)	all Investment Property;



 


		(xii)	all cash or cash equivalents;



 


		(xiii)	all letters of credit, Letter-of-Credit
                                            Rights and Supporting Obligations;



 


		(xiv)	all Commercial Tort Claims;



 


		(xv)	all Deposit Accounts with any bank or other
                                            financial institution;



 


		(xvi)	all Member Rights; and



 


		(xvii)	all accessions to, substitutions for
                                            and replacements, proceeds (including Stock Rights), insurance proceeds and products of the
                                            foregoing, together with all books and records, customer lists, credit files, computer files,
                                            programs, printouts and other computer materials and records related thereto and any General
                                            Intangibles at any time evidencing or relating to any of the foregoing;



 


to secure the prompt and complete payment and
performance of the Secured Obligations. Notwithstanding anything to the contrary contained herein, the property subject to the security
interest granted herein is limited to the Collateral and expressly excludes the Excluded Assets.


 






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ARTICLE III


REPRESENTATIONS AND WARRANTIES


 


Each Grantor represents and
warrants, and each Grantor that becomes a party to this Security Agreement pursuant to the execution of a Security Agreement Supplement
represents and warrants (after giving effect to supplements, if any, to each of the Exhibits hereto with respect to such Grantor as attached
to such Security Agreement Supplement), to the Administrative Agent and the Secured Parties that:


 


3.1.          Title,
Authorization, Validity, Enforceability, Perfection and Priority. Such Grantor has good and valid rights in or the power to transfer
the Collateral and title to the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear
of all Liens except for Liens permitted under Section 4.1(e), and has the requisite power and authority to grant to the Administrative
Agent the security interest in the Collateral pursuant hereto. The execution and delivery by such Grantor of this Security Agreement
has been duly authorized by proper corporate or limited liability company proceedings of such Grantor (as applicable), and this Security
Agreement constitutes a legal valid and binding obligation of such Grantor and creates a security interest which is enforceable against
such Grantor in all Collateral it now owns or hereafter acquires, subject to applicable bankruptcy, insolvency, reorganization, moratorium
or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered
in a proceeding in equity or at law. When duly completed financing statements have been filed in the appropriate offices against such
Grantor in the locations listed on Exhibit H, the Administrative Agent will have a fully perfected first priority security
interest in that Collateral of such Grantor in which a security interest may be perfected by filing a financing statement under the UCC,
subject only to Liens permitted under Section 4.1(e).


 


3.2.          Type
and Jurisdiction of Organization, Organizational and Identification Numbers. The type of entity of such Grantor, its state of organization,
the organizational number issued to it by its state of organization and its federal employer identification number are set forth on Exhibit A.


 


3.3.          Principal
Location. Such Grantor’s mailing address and the location of its place of business (if it has only one) or its chief
executive office (if it has more than one place of business), are disclosed in Exhibit A; such Grantor has no other
places of business except those set forth in Exhibit A.


 


3.4.          Collateral
Locations. As of the Closing Date, All of such Grantor’s locations where Collateral is located (when not in transit) are listed
on Exhibit A. All of said locations are owned by such Grantor except for locations (i) which are leased by the Grantor
as lessee and designated in Part VII(b) of Exhibit A and (ii) at which Inventory is held in a warehouse
or is otherwise held by a bailee or on consignment as designated in Part VII(c) of Exhibit A.


 


3.5.          Deposit
Accounts. All of such Grantor’s Deposit Accounts are listed on Exhibit B.


 


3.6.          Exact
Names. Such Grantor’s name in which it has executed this Security Agreement is the exact name as it appears in such Grantor’s
organizational documents, as amended, as filed with such Grantor’s jurisdiction of organization. Such Grantor has not, during the
past five years, been known by or used any other corporate or fictitious name, or been a party to any merger or consolidation, or been
a party to any acquisition.


 


3.7.          Letter-of-Credit
Rights and Chattel Paper. Exhibit C lists all Letter-of-Credit Rights and Chattel Paper held by such Grantor. All action
by such Grantor necessary or desirable to protect and perfect the Administrative Agent’s Lien on each item listed on Exhibit C
(including the delivery of all originals and the placement of a legend on all Chattel Paper as required hereunder) has been duly
taken. The Administrative Agent will have a fully perfected first priority security interest in the Collateral listed on Exhibit C,
subject only to Liens permitted under Section 4.1(e).


 


3.8.          Accounts
and Chattel Paper.


 


(a)            The
names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper owned by such Grantor
are and will be correctly stated in all records of such Grantor relating thereto and in all invoices with respect thereto furnished to
the Administrative Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such
Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating
thereto, are genuine and in all respects what they purport to be.


 


(b)            With
respect to its Accounts, all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary
course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper;


 






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3.9.          Inventory.
With respect to any of its Inventory (a) no Inventory (other than Inventory in transit) is now, or shall at any time or times hereafter
be stored at any other location except as permitted by Section 4.1(g), (c) such Grantor has good, indefeasible and merchantable
title to such Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever except for the security
interest granted to the Administrative Agent hereunder, for the benefit of the Administrative Agent and Secured Parties, and Permitted
Encumbrances, (d) such Inventory is of good and merchantable quality, (e) such Inventory has been produced, in accordance with,
in all material respects, the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder.


 


3.10.        Intellectual
Property.


 


(a)            Exhibit D
contains a complete and accurate listing of the following Intellectual Property such Grantor owns, licenses or otherwise has the
right to use: (i) Intellectual Property that is registered or subject to applications for registration, (ii) Internet
Domain Names and (iii) Material Intellectual Property and material Software, separately identifying that owned and licensed to
such Grantor and including for each of the foregoing items (1) the owner, (2) the title, (3) the jurisdiction in
which such item has been registered or otherwise arises or in which an application for registration has been filed, (4) as
applicable, the registration or application number and registration or application date and (5) any IP Licenses or other rights
(including franchises) granted by such Grantor with respect thereto. Such Grantor owns directly or is entitled to use, by license or
otherwise, all Intellectual Property necessary for the conduct of such Grantor’s business as currently conducted. All of the
U.S. registrations, applications for registration or applications for issuance of the Intellectual Property are in good standing and
are recorded or in the process of being recorded in the name of such Grantor.


 


(b)            On
the Effective Date, all Material Intellectual Property owned by such Grantor is valid, in full force and effect, subsisting, unexpired
and enforceable, and no Material Intellectual Property has been abandoned. None of the following shall limit or impair the ownership,
use, validity or enforceability of, or any rights of such Grantor in, any Material Intellectual Property: (i) the consummation of
the transactions contemplated by any Loan Documents or (ii) any holding, decision, judgment or order rendered by any Governmental
Authority. There are no pending (or, to the knowledge of such Grantor, threatened) actions, investigations, suits, proceedings, audits,
claims, demands, orders or disputes challenging the ownership, use, validity, enforceability of, or such Grantor’s rights in, any
Material Intellectual Property of such Grantor. To such Grantor’s knowledge, no Person has been or is infringing, misappropriating,
diluting, violating or otherwise impairing any Intellectual Property of such Grantor.


 


(c)           Such
Grantor has taken or caused to be taken steps so that none of its Material Intellectual Property, the value of which to such Grantor
is contingent upon maintenance of the confidentiality thereof, has been disclosed by such Grantor to any Person other than employees,
contractors, customers, representatives and agents of such Grantor who are parties to customary confidentiality and nondisclosure agreements
with such Grantor. Each employee and contractor of such Grantor involved in development or creation of any Material Intellectual Property
has assigned any and all inventions and ideas of such Person in and to such Intellectual Property to such Grantor.


 


(d)           No
settlement or consents, covenants not to sue, nonassertion assurances, or releases have been entered into by such Grantor or exist to
which such Grantor is bound that adversely affect its rights to own or use any Intellectual Property except as could not be reasonably
expected to result in a Material Adverse Effect, in each case individually or in the aggregate.


 






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(e)           This
Security Agreement is effective to create a valid and continuing Lien on such Copyrights, IP Licenses, Patents and Trademarks
owned by such Grantor and, upon filing with the Applicable IP Office of the Confirmatory Grant of Security Interest in Copyrights, the
Confirmatory Grant of Security Interest in Patents and the Confirmatory Grant of Security Interest in Trademarks (each, a “Confirmatory
Grant”), and the filing of duly completed appropriate financing statements in the jurisdictions listed in Exhibit H
hereto and the payment of all required recording and filing fees, all action necessary or desirable to protect and perfect the security
interest in, to and on such Grantor’s Patents, Trademarks, Copyrights, or IP Licenses have been taken and such perfected security
interest is enforceable as such as against any and all creditors of and purchasers from such Grantor. Such Grantor has no interest in
any Copyright that is necessary in connection with the operation of such Grantor’s business, except for those Copyrights identified
in Exhibit D attached hereto which have been registered with the United States Copyright Office.


 


3.11.        Filing
Requirements. None of its Equipment is covered by any certificate of title, except for the vehicles described in Part I of Exhibit E.
None of the Collateral owned by it is of a type for which security interests or liens may be perfected by filing under any federal statute
except for (a) the vehicles described in Part II of Exhibit E and (b) Patents, Trademarks and Copyrights held
by such Grantor and described in Exhibit D. The street address of each property on which any Fixtures are located is set
forth in Exhibit F together with the name and address of the record owner of each such property.


 


3.12.        No
Financing Statements, Security Agreements. No financing statement or security agreement describing all or any portion of the Collateral
which has not lapsed or been terminated (by a filing authorized by the secured party in respect thereof) naming such Grantor as debtor
has been filed or is of record in any jurisdiction except for financing statements or security agreements (a) naming the Administrative
Agent on behalf of the Secured Parties as the secured party and (b) in respect of other Liens permitted under Section 6.02
of the Credit Agreement.


 


3.13.        Pledged
Collateral.


 


(a)            Exhibit G sets
forth a complete and accurate list of all of the Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole
beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and
clear of any Liens, except for the security interest granted to the Administrative Agent for the benefit of the Secured Parties
hereunder and Permitted Encumbrances. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it
constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly
authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the
Administrative Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the
UCC of the applicable jurisdiction as a result of actions by the issuer or otherwise, or, if such certificates are not Securities,
such Grantor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security
interest therein as a General Intangible, (iii) to the extent requested by the Administrative Agent, all such Pledged
Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and
the Administrative Agent pursuant to which the Administrative Agent has Control and (iv) all Pledged Collateral which
represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such
Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.


 


(b)            In
addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration,
securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) no options, warrants,
calls or commitments of any character whatsoever (A) exist relating to such Pledged Collateral or (B) obligate the issuer of
any Equity Interest included in the Pledged Collateral to issue additional Equity Interests, and (iii) no consent, approval, authorization,
or other action by, and no giving of notice, filing with, any Governmental Authority or any other Person is required for the pledge by
such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security
Agreement by such Grantor, or for the exercise by the Administrative Agent of the voting or other rights provided for in this Security
Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in
connection with such disposition by laws affecting the offering and sale of securities generally.


 






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(c)            Except
as set forth in Exhibit G, such Grantor owns 100% of the issued and outstanding Equity Interests which constitute Pledged
Collateral owned by it and none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right
of payment to other Indebtedness or subject to the terms of an indenture.


 


ARTICLE IV


COVENANTS


 


From the date of this Security
Agreement and thereafter until this Security Agreement is terminated pursuant to the terms hereof, each Grantor party hereto as of the
date hereof agrees, and from and after the effective date of any Security Agreement Supplement applicable to any Grantor (and after giving
effect to supplements, if any, to each of the Exhibits hereto with respect to such subsequent Grantor as attached to such Security Agreement
Supplement) and thereafter until this Security Agreement is terminated pursuant to the terms hereof, each such additional Grantor agrees
that:


 


4.1.          General.


 


(a)            Collateral
Records. Such Grantor will maintain complete and accurate books and records with respect to the Collateral owned by it, and furnish
to the Administrative Agent with sufficient copies for each of the Lenders, such reports relating to such Collateral as the Administrative
Agent shall from time to time reasonably request.


 


(b)           Authorization
to File Financing Statements; Ratification. Such Grantor hereby authorizes the Administrative Agent to file, and if requested will
deliver to the Administrative Agent, all financing statements describing the Collateral and other documents and take such other actions
as may from time to time be reasonably requested by the Administrative Agent in order to maintain a first perfected security interest
in and, if applicable, Control of, the Collateral owned by such Grantor subject to Liens permitted hereunder or under Section 6.02
of the Credit Agreement. Any financing statement filed by the Administrative Agent may be filed in any filing office in any UCC jurisdiction
and may (i) indicate such Grantor’s Collateral (1) as all assets of the Grantor or words of similar effect, regardless
of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction,
or (2) by any other description which reasonably approximates the description contained in this Security Agreement; provided, that,
in no event shall any other description be construed to broaden the scope of property pledged under this Security Agreement, and (ii) contain
any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing
statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organization identification
number issued to such Grantor and (B) in the case of a financing statement filed as a fixture filing or indicating such Grantor’s
Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates.
Such Grantor also agrees to furnish any such information described in the foregoing sentence to the Administrative Agent promptly upon
request. Such Grantor also ratifies its authorization for the Administrative Agent to have filed in any UCC jurisdiction any initial
financing statements or amendments thereto if filed prior to the date hereof.


 


(c)            Further
Assurances. Such Grantor will, if so requested by the Administrative Agent, furnish to the Administrative Agent, as often as the
Administrative Agent requests, statements and schedules further identifying and describing the Collateral owned by it and such other
reports and information in connection with its Collateral as the Administrative Agent may reasonably request, all in such detail as the
Administrative Agent may specify. Such Grantor also agrees to take any and all actions necessary to defend title to the Collateral against
all persons and to defend the security interest of the Administrative Agent in its Collateral and the priority thereof against any Lien
not expressly permitted hereunder or under Section 6.02 of the Credit Agreement.


 






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(d)           Disposition
of Collateral. Such Grantor will not sell, lease or otherwise Dispose of the Collateral except for Dispositions specifically permitted
pursuant to Section 6.05 of the Credit Agreement.


 


(e)            Liens.
Such Grantor will not create, incur, or suffer to exist any Lien on the Collateral except (i) the security interest created by this
Security Agreement, and (ii) other Liens permitted under Section 6.02 of the Credit Agreement.


 


(f)            Other
Financing Statements. Such Grantor will not authorize the filing of any financing statement naming it as debtor covering all or any
portion of the Collateral owned by it, except for financing statements (i) naming the Administrative Agent on behalf of the Secured
Parties as the secured party, and (ii) in respect to other Liens permitted under Section 6.02 of the Credit Agreement. Such
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 herewith without the prior written consent of the Administrative Agent, subject to such Grantor’s
rights under Section 9-509(d)(2) of the UCC.


 


(g)            Locations.
Such Grantor will not (i) maintain any material Collateral owned by it at any location other than those locations listed on Exhibit A
(other than Inventory that is-transit), (ii) otherwise change, or add to, such locations, or (iii) change its principal
place of business or chief executive office from the location identified on Exhibit A, unless, in each case of the
foregoing clauses (i) through (iii), the Grantors (or any thereof) shall have provided to the Administrative Agent written
notice thereof within thirty (30) days of any such change thereof (and if required pursuant to Section 4.13 hereof, use
commercially reasonable efforts to deliver a Collateral Access Agreement therefore).


 


(h)            Compliance
with Terms. Such Grantor will perform and comply with all material obligations in respect of the Collateral owned by it and all material
agreements to which it is a party or by which it is bound relating to such Collateral.


 


4.2.          Receivables.


 


(a)            Certain
Agreements on Receivables. Such Grantor will not make or agree to make any discount, credit, rebate or other reduction in the original
amount owing on a Receivable or accept in satisfaction of a Receivable less than the original amount thereof, except that, prior to the
occurrence of an Event of Default, such Grantor may reduce the amount of Accounts in accordance with its present policies and in the
ordinary course of business.


 


(b)            Collection
of Receivables. Except as otherwise provided in this Security Agreement, such Grantor will collect and enforce, at such Grantor’s
sole expense, all amounts due or hereafter due to such Grantor under the Receivables owned by it.


 


(c)            Delivery
of Invoices. Such Grantor will deliver to the Administrative Agent immediately upon its request after the occurrence and during the
continuation of an Event of Default duplicate invoices with respect to each Account owned by it bearing such language of assignment as
the Administrative Agent shall specify.


 


(d)            Electronic
Chattel Paper. Such Grantor shall take all steps necessary to grant the Administrative Agent Control of all electronic chattel paper
in accordance with the UCC and all “transferable records” as defined in each of the Uniform Electronic Transactions Act and
the Electronic Signatures in Global and National Commerce Act.


 






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4.3.          Inventory
and Equipment.


 


(a)           Maintenance
of Goods. Such Grantor will do all things necessary to maintain, preserve, protect and keep its Inventory and the Equipment in good
repair and working and saleable condition, except for damaged or defective goods arising in the ordinary course of such Grantor’s
business and except for ordinary wear and tear in respect of the Equipment.


 


(b)           Reserved.


 


(c)            Inventory
Count; Perpetual Inventory System. Such Grantor will conduct a physical count of its Inventory at least once per fiscal year, and
after and during the continuation of an Event of Default, at such other times as the Administrative Agent requests. Such Grantor,
at its own expense, shall deliver to the Administrative Agent the results of each physical verification, which such Grantor has made,
or has caused any other Person to make on its behalf, of all or any portion of its Inventory. Such Grantor will maintain a perpetual
inventory reporting system at all times.


 


(d)            Equipment.
Such Grantor shall not permit any material Equipment to become a fixture with respect to real property or to become an accession with
respect to other personal property with respect to which real or personal property the Administrative Agent does not have a Lien. Such
Grantor will not, without the Administrative Agent’s prior written consent, alter or remove any identifying symbol or number on
any of such Grantor’s material Equipment constituting Collateral.


 


4.4.          Delivery
of Instruments, Securities, Chattel Paper and Documents. Such Grantor will (a) deliver to the Administrative Agent the originals
of all Chattel Paper, Securities and Instruments constituting Collateral owned by it (if any then exist), (b) hold in trust for
the Administrative Agent upon receipt and immediately thereafter deliver to the Administrative Agent any Chattel Paper, Securities (to
the extent certificated) and Instruments constituting Collateral, (c) upon the Administrative Agent’s written request, deliver
to the Administrative Agent (and thereafter hold in trust for the Administrative Agent upon receipt and immediately deliver to the Administrative
Agent) any Document evidencing or constituting Collateral.


 


4.5.          Uncertificated
Pledged Collateral. Such Grantor will permit the Administrative Agent from time to time to cause the appropriate issuers (and, if
held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral
owned by it not represented by certificates to mark their books and records with the numbers and face amounts of all such uncertificated
securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect
the Lien of the Administrative Agent granted pursuant to this Security Agreement. With respect to any Pledged Collateral owned by it,
such Grantor will take any actions necessary to cause (a) the issuers of uncertificated securities which are Pledged Collateral
and (b) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Administrative Agent to have
and retain Control over such Pledged Collateral. Without limiting the foregoing, such Grantor will, with respect to any such Pledged
Collateral held with a securities intermediary, use commercially reasonable efforts to cause such securities intermediary to enter into
a control agreement with the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, giving
the Administrative Agent Control.


 


4.6.          Pledged
Collateral.


 


(a)            Changes
in Capital Structure of Issuers. Except as permitted by the Credit Agreement, such Grantor will not (i) permit or suffer any
issuer of an Equity Interest constituting Pledged Collateral owned by it to dissolve, merge, liquidate, retire any of its Equity Interests
or other Instruments or Securities evidencing ownership, reduce its capital, sell or encumber all or substantially all of its assets
(except for Permitted Encumbrances and Dispositions permitted pursuant to Section 4.1(d)) or merge or consolidate with any
other entity, or (ii) vote any such Pledged Collateral in favor of any of the foregoing.


 






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(b)            Issuance
of Additional Securities. Except as permitted by the Credit Agreement, such Grantor will not permit or suffer the issuer of an Equity
Interest constituting Pledged Collateral owned by it to issue additional Equity Interests, any right to receive the same or any right
to receive earnings.


 


(c)            Registration
of Pledged Collateral. Such Grantor will permit any registerable Pledged Collateral to be registered in the name of the Administrative
Agent or its nominee at any time at the option of the Required Lenders.


 


(d)            Exercise
of Rights in Pledged Collateral.


 


(i)            Without
in any way limiting the foregoing and subject to clause (ii) below, such Grantor shall have the right to exercise all voting rights
or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit
Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken
which would have the effect of impairing the rights of the Administrative Agent, in any material respect, in respect of such Pledged
Collateral.


 


(ii)            Such
Grantor will permit the Administrative Agent or its nominee at any time after the occurrence and during the continuation of an Event
of Default, without notice, to exercise all voting rights or other consensual rights relating to the Pledged Collateral owned by it,
including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Equity Interest or
Investment Property constituting Pledged Collateral as if it were the absolute owner thereof; and


 


(iii)           Such
Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral
owned by it to the extent not in violation of the Credit Agreement other than any of the following distributions and payments
(collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than
in cash in respect of such Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect
of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of such
Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital
surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in
redemption of, or in exchange for, such Pledged Collateral; provided however, that until actually paid, all rights to such distributions
shall remain subject to the Lien created by this Security Agreement; and


 


(iv)          (A) All
non-cash Excluded Payments and all other non-cash distributions in respect of any of the Pledged Collateral owned by such Grantor, whenever
paid or made, shall be delivered to the Administrative Agent to hold as Pledged Collateral, (B) all cash Excluded Payments and all
other cash distributions in respect of any of the Pledged Collateral owned by such Grantor, whenever paid or made, shall, to the extent
required by the mandatory prepayment provision of the Credit Agreement be delivered to the Administrative Agent to hold and apply as
provided in the Credit Agreement, and (C) all Excluded Payment shall, if received by such Grantor, be received in trust for the
benefit of the Administrative Agent, be segregated from the other property or funds of such Grantor, and be forthwith delivered to the
Administrative Agent to the extent required by (iv)(A) or (B) above as Pledged Collateral in the same form as so received (with
any necessary endorsement).


 


(e)           Interests
in Limited Liability Companies and Limited Partnerships. Each Grantor agrees that no ownership interests in a limited liability company
or a limited partnership which are included within the Collateral owned by such Grantor shall at any time constitute a Security under
Article 8 of the UCC of the applicable jurisdiction.


 






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(f)            Waiver
of Pledged Collateral Rights and Restrictions. Certain provisions of the organizational documents of TS Michigan contain certain
limitations in connection with the pledging, mortgaging, hypothecating or otherwise encumbering the Pledged Collateral and Member Rights.
It is expressly understood and agreed that, notwithstanding anything to the contrary in organizational documents of TS Michigan, the
Loan Parties waive any and all such restrictions and limitations, and agree that such limitations shall in no way limit the Secured Parties’
ability to (i) obtain a pledge of the Pledged Collateral or Member Rights or (ii) after the occurrence and during the continuation
of an Event of Default (A) foreclose upon the Pledged Collateral or Member Rights, (B) sell or transfer the Pledged Collateral
or Member Rights.


 


4.7.          Intellectual
Property.


 


(a)           After
any change to Exhibit D (or the information required to be disclosed thereon), the applicable Grantor shall provide the Administrative
Agent notification thereof in the next compliance certificate required to be delivered under the Credit Agreement and, to the extent
applicable, the respective Confirmatory Grant as described in this Section 4.7 and any other documents that Administrative
Agent reasonably requests with respect thereto.


 


(b)           Such
Grantor shall (and shall cause all its licensees to) (i) (1) continue to use each Trademark included in the Material Intellectual
Property owned by it in order to maintain such Trademark in full force and effect with respect to each class of goods for which such
Trademark is currently used, free from any claim of abandonment for non-use, (2) maintain at least the same standards of quality
of products and services offered under such Trademark as are currently maintained, (3) use such Trademark with the appropriate notice
of registration and all other notices and legends required by applicable Requirements of Law and (4) not adopt or use any other
Trademark that is confusingly similar or a colorable imitation of such Trademark unless Administrative Agent shall obtain a perfected
security interest in such other Trademark pursuant to this Security Agreement and (ii) not do any act or omit to do any act whereby
(w) such Trademark (or any goodwill associated therewith) may become destroyed, invalidated, impaired or harmed in any way, (x) any
Patent included in the Material Intellectual Property may become forfeited, misused, unenforceable, abandoned or dedicated to the public,
(y) any portion of the Copyrights included in the Material Intellectual Property may become invalidated, otherwise impaired or fall
into the public domain or (z) any Trade Secret that is Material Intellectual Property may become publicly available or otherwise
unprotectable.


 


(c)           Such
Grantor shall notify the Administrative Agent immediately if it knows, or has reason to know, that any application or registration
relating to any Patent, Trademark, Copyright, or other Material Intellectual Property owned by it may become forfeited, misused,
unenforceable, abandoned or dedicated to the public, or of any adverse determination or development regarding the validity or
enforceability of such Grantor’s ownership of, interest in, right to use, register, own or maintain any Patent, Trademark,
Copyright or other Material Intellectual Property (including the institution of, or any such determination or development in, any
proceeding relating to the foregoing in any Applicable IP Office). Such Grantor shall take all actions that are necessary or
reasonably requested by the Administrative Agent to maintain and pursue each application (and to obtain the relevant registration or
recordation) and to maintain each registration and recordation included in the Material Intellectual Property owned by it.


 


(d)           Such
Grantor shall not knowingly do any act or omit to do any act to infringe, misappropriate, dilute, violate or otherwise impair the Intellectual
Property of any other Person in a manner that could reasonably be expected to result in a Material Adverse Effect. In the event that
any Material Intellectual Property of Such Grantor is or has been infringed, misappropriated, violated, diluted or otherwise impaired
by a third party, such Grantor shall, subject to such Grantor’s reasonable business judgment, promptly sue for infringement, misappropriation
or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and, after the occurrence and during
the continuation of an Event of Default, shall take such other actions as the Administrative Agent shall deem appropriate under the circumstances
to protect such Material Intellectual Property.


 






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(e)           Such
Grantor shall execute and deliver to the Administrative Agent, to the extent required by Section 4.7(a), to the Administrative Agent
in form and substance reasonably acceptable to Agent and suitable for (i) filing in the Applicable IP Office the respective Confirmatory
Grant in form and substance acceptable to the Administrative Agent for all Copyrights, Trademarks and Patents of such Grantor.


 


(f)            Such
Grantor shall take all commercially reasonable actions necessary or reasonably requested by the Administrative Agent to maintain and
pursue each application, to obtain the relevant registration and to maintain the registration of all Material Intellectual Property owned
by it (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability
and opposition and interference and cancellation proceedings.


 


4.8           Commercial
Tort Claims. Such Grantor shall promptly, and in any event within seven Business Days after the same is acquired by it, notify the
Administrative Agent of any Commercial Tort Claim acquired by it and, unless the Administrative Agent otherwise consents, such Grantor
shall enter into an amendment to this Security Agreement, in the form of Exhibit J hereto, granting to Administrative Agent
a first priority security interest in such Commercial Tort Claim.


 


4.9.          Letter-of-Credit
Rights. If such Grantor is or becomes the beneficiary of a letter of credit, it shall promptly, and in any event within five Business
Days after becoming a beneficiary, notify the Administrative Agent thereof and, upon the Administrative Agent’ request, use commercially
reasonable efforts to cause the issuer and/or confirmation bank to (i) consent to the assignment of any Letter-of-Credit Rights
to the Administrative Agent and (ii) agree to direct all payments thereunder to a Deposit Account at the Administrative Agent or
subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.18 of the
Credit Agreement, all in form and substance reasonably satisfactory to the Administrative Agent.


 


4.10.        Federal,
State or Municipal Claims. Such Grantor will promptly notify the Administrative Agent of any Collateral owned by such Grantor which
constitutes a claim against the United States government or any state or local government or any instrumentality or agency thereof, the
assignment of which claim is restricted by federal, state or municipal law.


 


4.11.        No
Interference. Such Grantor agrees that it will not interfere with any right, power and remedy of the Administrative Agent provided
for in this Security Agreement or now or hereafter existing at law or in equity or by statute or otherwise, or the exercise or beginning
of the exercise by the Administrative Agent of any one or more of such rights, powers or remedies, in each case to the extent such right,
power or remedy is exercised in accordance herewith and in accordance with applicable law.


 


4.12.        Insurance.


 


(a)           In the event any Collateral is located in any area that has been designated by the Federal Emergency
Management Agency as a “Special Flood Hazard Area”, such Grantor shall purchase and maintain flood insurance on such Collateral
(including any personal property which is located on any real property leased by such Grantor within a “Special Flood Hazard Area”).
The amount of flood insurance required by this Section shall be in an amount equal to the lesser of the total Commitment or the
total replacement cost value of the improvements.


 


(b)            All
insurance policies required hereunder and under Section 5.10 of the Credit Agreement shall name the Administrative Agent (for the
benefit of the Administrative Agent and the Secured Parties) as an additional insured or as lender’s loss payee, as applicable,
and shall contain lender loss payable clauses or mortgagee clauses, through endorsements in form and substance satisfactory to the Administrative
Agent, which provide that: (i) all proceeds thereunder with respect to any Collateral shall be payable to the Administrative Agent;
(ii) no such insurance shall be affected by any act or neglect of the insured or owner of the property described in such policy;
(iii) such policy and lender loss payable or mortgagee clauses may be canceled, amended, or terminated only upon at least thirty
(30) days prior written notice given to the Administrative Agent; and (iv) provide that such insurance is primary and will not seek
contribution from any other insurance available to the Lender.


 






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(c)            All
premiums on any such insurance shall be paid when due by such Grantor, and copies of the policies delivered to the Administrative Agent.
If such Grantor fails to obtain or maintain any insurance as required by this Section, the Administrative Agent may obtain such insurance
at the Borrowers’ expense. By purchasing such insurance, the Administrative Agent shall not be deemed to have waived any Default
arising from a Grantor’s failure to maintain such insurance or pay any premiums therefor.


 


4.13.        Collateral
Access Agreements. Such Grantor shall use commercially reasonable efforts to obtain a Collateral Access Agreement from the lessor
of each leased property, mortgagee of owned property or bailee or consignee with respect to any warehouse, processor or converter facility
or other location where Collateral that constitutes “books and records” of such Grantor or, at the Administrative Agent’s
reasonable request, where a material portion of other Collateral owned by such Grantor, is stored or located, which agreement or letter
shall provide access rights, contain a waiver or subordination of all Liens or claims that the landlord, mortgagee, bailee or consignee
may assert against the Collateral of such Grantor at that location, and shall otherwise be reasonably satisfactory in form and substance
to the Administrative Agent.


 


4.14.        Deposit
Account Control Agreements. Such Grantor will use commercially reasonable efforts to provide to the Administrative Agent upon the
Administrative Agent’s written request, (a) a Deposit Account Control Agreement duly executed on behalf of each financial
institution holding a deposit account (other than an Excluded Deposit Account) of such Grantor as set forth in this Security Agreement;
and (b) upon the occurrence of an Event of Default, a Deposit Account Control Agreement duly executed on behalf of each financial
institution holding any deposit account of such Grantor that is referred to in clause (f) of the definition of “Excluded Deposit
Account”, as set forth in this Security Agreement.


 


4.15.        Change
of Name or Location; Change of Fiscal Year. Such Grantor shall not (a) change its name as it appears in official filings in
the state of its incorporation or organization, (b) change its chief executive office, principal place of business, mailing address
or corporate offices or the location of its records concerning the Collateral as set forth in this Security Agreement, (c) change
the type of entity that it is, (d) change its organization identification number, if any, issued by its state of incorporation or
other organization, or (e) change its state of incorporation or organization, in each case, unless the Administrative Agent shall
have received at least thirty (30) days prior written notice of such change and the Administrative Agent shall have acknowledged in writing
that either (1) such change will not adversely affect the validity, perfection or priority of the Administrative Agent’s security
interest in the Collateral, or (2) any reasonable action requested by the Administrative Agent in connection therewith has been
completed or taken (including any action to continue the perfection of any Liens in favor of the Administrative Agent, on behalf of the
Secured Parties, in any Collateral), provided that, any new location shall be in the continental U.S. Such Grantor shall not change
its fiscal year which currently ends on December 31.


 


ARTICLE V


EVENTS OF DEFAULT AND REMEDIES


 


5.1.          Events
of Default. The occurrence of any one or more of the following events shall constitute an Event of Default hereunder:


 


(a)            [Reserved].


 


(b)            [Reserved].


 


(c)            Any
Grantor shall fail to observe or perform any of the terms or provisions of this Security Agreement (other than a breach which constitutes
an Event of Default under any other Section of this Article V), and such failure shall continue unremedied for a period of
15 days after the earlier of knowledge of such breach or notice thereof from the Administrative Agent.


 






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(d)            The
occurrence of any “Event of Default” under, and as defined in, the Credit Agreement.


 


(e)            Any
Equity Interest which is included within the Collateral shall at any time constitute a Security or the issuer of any such Equity Interest
shall take any action to have such interests treated as a Security unless (i) all certificates or other documents constituting such
Security have been delivered to the Administrative Agent and such Security is properly defined as such under Article 8 of the UCC
of the applicable jurisdiction, whether as a result of actions by the issuer thereof or otherwise, or (ii) the Administrative Agent
has entered into a control agreement with the issuer of such Security or with a securities intermediary relating to such Security and
such Security is defined as such under Article 8 of the UCC of the applicable jurisdiction, whether as a result of actions by the
issuer thereof or otherwise.


 


		5.2.	Remedies.



 


(a)           Upon
the occurrence of an Event of Default, the Administrative Agent may exercise any or all of the following rights and remedies:


 


(i)            those
rights and remedies provided in this Security Agreement, the Credit Agreement, or any other Loan Document; provided that, this
Section 5.2(a) shall not be understood to limit any rights or remedies available to the Administrative Agent and the other
Secured Parties prior to an Event of Default;


 


(ii)            those
rights and remedies available to a secured party under the UCC (whether or not the UCC applies to the affected Collateral) or under any
other applicable law (including, without limitation, any law governing the exercise of a bank’s right of setoff or bankers’
lien) when a debtor is in default under a security agreement;


 


(iii)            give
notice of sole control or any other instruction under any Deposit Account Control Agreement or other control agreement with any securities
intermediary and take any action therein with respect to such Collateral;


 


(iv)            without
notice (except as specifically provided in Section 8.1 or elsewhere herein), demand or advertisement of any kind to any Grantor
or any other Person, enter the premises of any Grantor where any Collateral is located (through self-help and without judicial process)
to collect, receive, assemble, process, appropriate, sell, lease, assign, grant an option or options to purchase or otherwise dispose
of, deliver, or realize upon, the Collateral or any part thereof in one or more parcels at public or private sale or sales (which sales
may be adjourned or continued from time to time with or without notice and may take place at any Grantor’s premises or elsewhere),
for cash, on credit or for future delivery without assumption of any credit risk, and upon such other terms as the Administrative Agent
may deem commercially reasonable; and


 


(v)            concurrently
with written notice to the applicable Grantor, transfer and register in its name or in the name of its nominee the whole or any part
of the Pledged Collateral, exchange certificates or instruments representing or evidencing Pledged Collateral for certificates or
instruments of smaller or larger denominations, exercise the voting and all other rights as a holder with respect thereto, to
collect and receive all cash dividends, interest, principal and other distributions made thereon and to otherwise act with respect
to the Pledged Collateral as though the Administrative Agent was the outright owner thereof.


 






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(b)           The
Administrative Agent, on behalf of the Secured Parties, may comply with any applicable state or federal law requirements in connection
with a disposition of the Collateral and compliance will not be considered to adversely affect the commercial reasonableness of any sale
of the Collateral.


 


(c)           The
Administrative Agent shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private
sale or sales, to purchase for the benefit of the Administrative Agent and the other Secured Parties, the whole or any part of the Collateral
so sold, free of any right of equity redemption, which equity redemption the Grantor hereby expressly releases.


 


(d)           Until
the Administrative Agent is able to effect a sale, lease, or other disposition of Collateral, the Administrative Agent shall have the
right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral
or its value or for any other purpose deemed appropriate by the Administrative Agent. The Administrative Agent may, if it so elects,
seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of the Administrative Agent’s
remedies (for the benefit of the Administrative Agent and the other Secured Parties), with respect to such appointment without prior
notice or hearing as to such appointment.


 


(e)           If,
after the Credit Agreement has terminated by its terms and all of the Obligations have been Paid in Full, there remain Swap Agreement
Obligations outstanding, the Required Lenders may exercise the remedies provided in this Section 5.2 upon the occurrence of any
event which would allow or require the termination or acceleration of any Swap Agreement Obligations pursuant to the terms of the Swap
Agreement.


 


(f)            Notwithstanding
the foregoing, neither the Administrative Agent nor any other Secured Party shall be required to (i) make any demand upon, or pursue
or exhaust any of its rights or remedies against, any Grantor, any other obligor, guarantor, pledgor or any other Person with respect
to the payment of the Secured Obligations or to pursue or exhaust any of its rights or remedies with respect to any Collateral therefor
or any direct or indirect guarantee thereof, (ii) marshal the Collateral or any guarantee of the Secured Obligations or to resort
to the Collateral or any such guarantee in any particular order, or (iii) effect a public sale of any Collateral.


 


(g)           Each
Grantor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged Collateral and may be
compelled to resort to one or more private sales thereof in accordance with clause (a) above. Each Grantor also acknowledges
that any private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding
such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely
by virtue of such sale being private. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Collateral
for the period of time necessary to permit any Grantor or the issuer of the Pledged Collateral to register such securities for public
sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if the applicable Grantor and the
issuer would agree to do so.


 


(h)           Upon
the sale, assignment, foreclosure or other transfer of all or any portion of the Collateral consisting of Equity Interests of a limited
liability company (the “Transferred Interest”) in connection with the Administrative Agent’s exercise of remedies
hereunder, such company will continue without dissolution, and the purchaser or other transferee of such Transferred Interest will (i) succeed
to the applicable Grantor’s share of the profits and losses of such company, and such Grantor’s right to receive distributions
of such company, (ii) succeed to all Member Rights of such Grantor with respect to such company, and (iii) automatically be
admitted as a member of such company in substitution for such Grantor, to the extent of the Transferred Interest so purchased or acquired.


 






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5.3.          Grantor’s
Obligations Upon Default. Upon the request of the Administrative Agent after the occurrence of a Default, each Grantor will:


 


(a)            assemble
and make available to the Administrative Agent the Collateral and all books and records relating thereto at any place or places specified
by the Administrative Agent, whether at a Grantor’s premises or elsewhere;


 


(b)            permit
the Administrative Agent, by the Administrative Agent’s representatives and agents, to enter, occupy and use any premises where
all or any part of the Collateral, or the books and records relating thereto, or both, are located, to take possession of all or any
part of the Collateral or the books and records relating thereto, or both, to remove all or any part of the Collateral or the books and
records relating thereto, or both, and to conduct sales of the Collateral, without any obligation to pay the Grantor for such use and
occupancy;


 


(c)            prepare
and file, or cause an issuer of Pledged Collateral to prepare and file, with the Securities and Exchange Commission or any other applicable
government agency, registration statements, a prospectus and such other documentation in connection with the Pledged Collateral as the
Administrative Agent may request, all in form and substance reasonably satisfactory to the Administrative Agent, and furnish to the Administrative
Agent, or cause an issuer of Pledged Collateral to furnish to the Administrative Agent, any information regarding the Pledged Collateral
in such detail as the Administrative Agent may reasonably specify;


 


(d)            take,
or cause an issuer of Pledged Collateral to take, any and all actions necessary to register or qualify the Pledged Collateral to enable
the Administrative Agent to consummate a public sale or other disposition of the Pledged Collateral; and


 


(e)            at
its own expense, cause the independent certified public accountants then engaged by each Grantor to prepare and deliver to the
Administrative Agent and each Lender, at any time, and from time to time, promptly upon the Administrative Agent’s request,
the following reports with respect to the applicable Grantor: (i) a reconciliation of all Accounts; (ii) an aging of all
Accounts; (iii) trial balances; and (iv) a test verification of such Accounts, in each case with respect to the Accounts
owned by such Grantor.


 


5.4.          Grant
of Intellectual Property License. For the purpose of enabling the Administrative Agent to exercise the rights and remedies under
this Article V at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies following
the occurrence and during the continuation of an Event of Default (including in order to take possession of, collect, receive, assemble,
process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), each Grantor
hereby (a) grants to the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, an irrevocable,
nonexclusive worldwide license (exercisable without payment of royalty or other compensation to any Grantor), including in such license
the right to use, license, sublicense or practice any Intellectual Property now owned or hereafter acquired by such Grantor, and wherever
the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored
and to all computer Software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Administrative
Agent may sell any of such Grantor’s Inventory directly to any person, including without limitation persons who have previously
purchased the Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement of the Administrative
Agent’s rights under this Security Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor
and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may (but shall have
no obligation to) finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as
provided herein.


 






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ARTICLE VI


ACCOUNT VERIFICATION; ATTORNEY IN FACT; PROXY


 


6.1.          Account
Verification. The Administrative Agent may at any time after the occurrence
and during the continuation of an Event of Default, in the Administrative Agent’s own name, in the name of a nominee of the Administrative
Agent, or in the name of any Grantor communicate (by mail, telephone, facsimile or otherwise) with the Account Debtors of any such Grantor,
parties to contracts with any such Grantor and obligors in respect of Instruments of any such Grantor to verify with such Persons, to
the Administrative Agent’s satisfaction, the existence, amount, terms of, and any other matter relating to, Accounts, Instruments,
Chattel Paper, payment intangibles and/or other Receivables.


 


6.2.          Authorization
for Administrative Agent to Take Certain Action.


 


(a)            Each
Grantor irrevocably authorizes the Administrative Agent at any time and from time to time in the sole discretion of the Administrative
Agent and appoints the Administrative Agent as its attorney-in-fact, subject to Section 6.2(b), (i) to endorse and collect
any cash proceeds of the Collateral owned by such Grantor, (ii) to file any financing statement with respect to the Collateral owned
by such Grantor and to file any other financing statement or amendment of a financing statement (which does not add new collateral or
add a debtor) in such offices as the Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain
the perfection and priority of the Administrative Agent’s security interest in the Collateral owned by such Grantor , (iii) in
the case of any Intellectual Property owned by or licensed to a Grantor, execute, deliver and have recorded any document that the Administrative
Agent may reasonably request to evidence, effect, publicize or record the Administrative Agent’s security interest in such Intellectual
Property and the goodwill and General Intangibles owned by such Grantor relating thereto or represented thereby, (iv) to contact
and enter into one or more agreements with the issuers of uncertificated securities which are Pledged Collateral or with securities intermediaries
holding Pledged Collateral owned by such Grantor as may be necessary or advisable to give the Administrative Agent Control over such
Pledged Collateral, (v) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral owned by such Grantor
(except for such Liens that are permitted under Section 6.02 of the Credit Agreement), (vi) to contact Account Debtors for
any reason, (vii) to demand payment or enforce payment of the Receivables in the name of the Administrative Agent or such Grantor
and to endorse any and all checks, drafts, and other instruments for the payment of money relating to the Receivables, (viii) to
sign such Grantor’s name on any invoice or bill of lading relating to the Receivables, drafts against any Account Debtor of the
Grantor, assignments and verifications of Receivables owned by such Grantor, (ix) to exercise all of such Grantor’s rights
and remedies with respect to the collection of the Receivables and any other Collateral owned by such Grantor, (x) to settle, adjust,
compromise, extend or renew the Receivables owned by such Grantor, (xi) to settle, adjust or compromise any legal proceedings brought
to collect Receivables owned by such Grantor, (xii) to prepare, file and sign such Grantor’s name on a proof of claim in bankruptcy
or similar document against any Account Debtor of such Grantor, (xiii) to prepare, file and sign such Grantor’s name on any
notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables owned by such Grantor, (xiv) to
change the address for delivery of mail addressed to such Grantor to such address as the Administrative Agent may designate and to receive,
open and dispose of all mail addressed to such Grantor, and (xv) to do all other acts and things necessary to carry out this Security
Agreement; and such Grantor agrees to reimburse the Administrative Agent on demand for any payment made or any expense incurred by the
Administrative Agent in connection with any of the foregoing; provided that, this authorization shall not relieve such Grantor
of any of its obligations under this Security Agreement or under the Credit Agreement.


 


(b)           All
acts of said attorney or designee are hereby ratified and approved. The powers conferred on the Administrative Agent, for the benefit
of the Administrative Agent and Secured Parties, under this Section 6.2 are solely to protect the Administrative Agent’s interests
in the Collateral and shall not impose any duty upon the Administrative Agent or any other Secured Party to exercise any such powers.
The Administrative Agent agrees that, except for the powers granted in Section 6.2(a)(ii)-(v), it shall not exercise any power or
authority granted to it unless an Event of Default has occurred and is continuing.


 






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6.3.          Proxy.
EACH GRANTOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS THE ADMINISTRATIVE AGENT AS ITS PROXY AND ATTORNEY-IN-FACT (AS SET
FORTH IN SECTION 6.2 ABOVE) OF THE GRANTOR WITH RESPECT TO ITS PLEDGED COLLATERAL, INCLUDING THE RIGHT TO VOTE SUCH
PLEDGED COLLATERAL, WITH FULL POWER OF SUBSTITUTION TO DO SO. IN ADDITION TO THE RIGHT TO VOTE ANY SUCH PLEDGED COLLATERAL, THE
APPOINTMENT OF THE ADMINISTRATIVE AGENT AS PROXY AND ATTORNEY-IN-FACT SHALL INCLUDE THE RIGHT TO EXERCISE ALL OTHER RIGHTS, POWERS,
PRIVILEGES AND REMEDIES TO WHICH A HOLDER OF SUCH PLEDGED COLLATERAL WOULD BE ENTITLED (INCLUDING GIVING OR WITHHOLDING WRITTEN
CONSENTS OF SHAREHOLDERS, CALLING SPECIAL MEETINGS OF SHAREHOLDERS AND VOTING AT SUCH MEETINGS). SUCH PROXY SHALL BE EFFECTIVE,
AUTOMATICALLY AND WITHOUT THE NECESSITY OF ANY ACTION (INCLUDING ANY TRANSFER OF ANY SUCH PLEDGED COLLATERAL ON THE RECORD BOOKS OF
THE ISSUER THEREOF) BY ANY PERSON (INCLUDING THE ISSUER OF SUCH PLEDGED COLLATERAL OR ANY OFFICER OR AGENT THEREOF), SOLELY UPON THE
OCCURRENCE AND CONTINUATION OF AN EVENT OF DEFAULT.


 


6.4.          Nature
of Appointment; Limitation of Duty. THE APPOINTMENT OF THE ADMINISTRATIVE AGENT AS PROXY AND ATTORNEY-IN-FACT IN THIS ARTICLE VI
IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE UNTIL THE DATE ON WHICH THIS SECURITY AGREEMENT IS TERMINATED IN ACCORDANCE WITH
SECTION 7.14. NOTWITHSTANDING ANYTHING CONTAINED HEREIN, NONE OF THE ADMINISTRATIVE AGENT, ANY LENDER, ANY OTHER SECURED PARTY,
ANY OF THEIR RESPECTIVE AFFILIATES, OR ANY OF THEIR OR THEIR AFFILIATES’ RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES
SHALL HAVE ANY DUTY TO EXERCISE ANY RIGHT OR POWER GRANTED HEREUNDER OR OTHERWISE OR TO PRESERVE THE SAME AND SHALL NOT BE LIABLE FOR
ANY FAILURE TO DO SO OR FOR ANY DELAY IN DOING SO, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO SUCH PARTY’S OWN GROSS NEGLIGENCE
OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION; PROVIDED THAT, IN NO EVENT SHALL THEY BE LIABLE
FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.


 


ARTICLE VII


GENERAL PROVISIONS


 


7.1           Waivers.
Each Grantor hereby waives notice of the time and place of any public sale or the time after which any private sale or other disposition
of all or any part of the Collateral may be made. To the extent such notice may not be waived under applicable law, any notice made shall
be deemed reasonable if sent to Grantors, addressed as set forth in Article IX, at least ten days prior to (i) the date of
any such public sale or (ii) the time after which any such private sale or other disposition may be made. To the maximum extent
permitted by applicable law, each Grantor waives all claims, damages, and demands against the Administrative Agent or any Secured Party
arising out of the repossession, retention or sale of the Collateral, except such as arise solely out of the gross negligence or willful
misconduct of the Administrative Agent or such Secured Party as finally determined by a court of competent jurisdiction. To the extent
it may lawfully do so, each Grantor absolutely and irrevocably waives and relinquishes the benefit and advantage of, and covenants not
to assert against the Administrative Agent or any other Secured Party, any valuation, stay, appraisal, extension, moratorium, redemption
or similar laws and any and all rights or defenses it may have as a surety now or hereafter existing which, but for this provision, might
be applicable to the sale of any Collateral made under the judgment, order or decree of any court, or privately under the power of sale
conferred by this Security Agreement, or otherwise. Except as otherwise specifically provided herein, each Grantor hereby waives presentment,
demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement
or any Collateral.


 






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7.2.          Limitation
on Administrative Agent’s and Secured Parties’ Duty with Respect to the Collateral. The Administrative Agent shall have
no obligation to clean-up or otherwise prepare the Collateral for sale. The Administrative Agent and each other Secured Party shall use
reasonable care with respect to the Collateral in its possession or under its control. Neither the Administrative Agent nor any other
Secured Party shall have any other duty as to any Collateral in its possession or control or in the possession or control of any agent
or nominee of the Administrative Agent or such other Secured Party, or any income thereon or as to the preservation of rights against
prior parties or any other rights pertaining thereto. To the extent that applicable law imposes duties on the Administrative Agent to
exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is commercially reasonable for the
Administrative Agent (i) to fail to incur expenses deemed significant by the Administrative Agent to prepare Collateral for disposition
or otherwise to transform raw material or work in process into finished goods or other finished products for disposition, (ii) to
fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail
to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (iii) to
fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove Liens on or any adverse
claims against Collateral, (iv) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral
directly or through the use of collection agencies and other collection specialists, (v) to advertise dispositions of Collateral
through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vi) to contact
other Persons, whether or not in the same business as such Grantor, for expressions of interest in acquiring all or any portion of such
Collateral, (vii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral
is of a specialized nature, (viii) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of
the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets, (ix) to
dispose of assets in wholesale rather than retail markets, (x) to disclaim disposition warranties, such as title, possession or
quiet enjoyment, (xi) to purchase insurance or credit enhancements to insure the Administrative Agent against risks of loss, collection
or disposition of Collateral or to provide to the Administrative Agent a guaranteed return from the collection or disposition of Collateral,
or (xii) to the extent deemed appropriate by the Administrative Agent, to obtain the services of other brokers, investment bankers,
consultants and other professionals to assist the Administrative Agent in the collection or disposition of any of the Collateral. Each
Grantor acknowledges that the purpose of this Section 7.2 is to provide non-exhaustive indications of what actions or omissions
by the Administrative Agent would be commercially reasonable in the Administrative Agent’s exercise of remedies against the Collateral
and that other actions or omissions by the Administrative Agent shall not be deemed commercially unreasonable solely on account of not
being indicated in this Section 7.2. Without limitation upon the foregoing, nothing contained in this Section 7.2 shall be
construed to grant any rights to the Grantor or to impose any duties on the Administrative Agent that would not have been granted or
imposed by this Security Agreement or by applicable law in the absence of this Section 7.2.


 


7.3.          Compromises
and Collection of Collateral. The Grantors and the Administrative Agent recognize that setoffs, counterclaims, defenses and other
claims may be asserted by obligors with respect to certain of the Receivables, that certain of the Receivables may be or become uncollectible
in whole or in part and that the expense and probability of success in litigating a disputed Receivable may exceed the amount that reasonably
may be expected to be recovered with respect to a Receivable. In view of the foregoing, each Grantor agrees that the Administrative Agent
may at any time and from time to time, if an Event of Default has occurred and is continuing, compromise with the obligor on any Receivable,
accept in full payment of any Receivable such amount as the Administrative Agent in its sole discretion shall determine or abandon any
Receivable, and any such action by the Administrative Agent shall be commercially reasonable so long as the Administrative Agent acts
in good faith based on information known to it at the time it takes any such action.


 


7.4.          Secured
Party Performance of Debtor Obligations. Without having any obligation to do so, the Administrative Agent may perform or pay any
obligation which any Grantor has agreed to perform or pay in this Security Agreement and the Grantors shall reimburse the Administrative
Agent for any amounts paid by the Administrative Agent pursuant to this Section 7.4. The Grantors’ obligation to reimburse
the Administrative Agent pursuant to the preceding sentence shall be a Secured Obligation payable on demand.


 


7.5           Specific
Performance of Certain Covenants. Each Grantor acknowledges and agrees that a breach of any of the covenants contained in Sections
4.1(d), 4.1(e), 4.4, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.12, 4.13, 4.14, 4.15, 5.3, or 7.6 will cause irreparable injury to the Administrative
Agent and the other Secured Parties, that the Administrative Agent and the other Secured Parties have no adequate remedy at law in respect
of such breaches and therefore agrees, without limiting the right of the Administrative Agent or the other Secured Parties to seek and
obtain specific performance of other obligations of the Grantors contained in this Security Agreement, that the covenants of the Grantors
contained in the Sections referred to in this Section 7.5 shall be specifically enforceable against the Grantors.


 






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7.6.          Dispositions
Not Authorized. No Grantor is authorized to sell or otherwise Dispose of the Collateral except as set forth in Section 4.1(d) and
notwithstanding any course of dealing between any Grantor and the Administrative Agent or other conduct of the Administrative Agent,
no authorization to sell or otherwise Dispose of the Collateral (except as set forth in Section 4.1(d)) shall be binding upon the
Administrative Agent or the other Secured Parties unless such authorization is in writing signed by the Administrative Agent with the
consent or at the direction of the Required Lenders.


 


7.7.          No
Waiver; Amendments; Cumulative Remedies. No failure or delay by the Administrative Agent or any other Secured Party in exercising
any right or power under this Security Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such
right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise
thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent and the other Secured Parties
hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of
this Security Agreement or consent to any departure by the Grantor therefrom shall in any event be effective unless in writing signed
by the Administrative Agent with the concurrence or at the direction of the Lenders required under Section 9.02 of the Credit Agreement
and then only to the extent in such writing specifically set forth.


 


7.8.          Limitation
by Law; Severability of Provisions. All rights, remedies and powers provided in this Security Agreement may be exercised only to
the extent that the exercise thereof does not violate any applicable provision of law, and all the provisions of this Security Agreement
are intended to be subject to all applicable mandatory provisions of law that may be controlling and to be limited to the extent necessary
so that they shall not render this Security Agreement invalid, unenforceable or not entitled to be recorded or registered, in whole or
in part. Any provision in this Security Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality
and enforceability of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall
not invalidate such provision in any other jurisdiction, and to this end the provisions of this Security Agreement are declared to be
severable..


 


7.9           Reinstatement.
This Security Agreement shall remain in full force and effect and continue to be effective should any petition be filed by or against
any Grantor for liquidation or reorganization, should any Grantor become insolvent or make an assignment for the benefit of any creditor
or creditors or should a receiver or trustee be appointed for all or any significant part of any Grantor’s assets, and shall continue
to be effective or be reinstated, as the case may be, if at any time payment and performance of the Secured Obligations, or any part
thereof (including a payment effected through exercise of a right of setoff), is, pursuant to applicable law, rescinded or reduced in
amount, or must otherwise be restored or returned by any obligee of the Secured Obligations, whether as a “voidable preference,”
 “fraudulent conveyance,” or otherwise (including pursuant to any settlement entered into by a Secured Party in its discretion),
all as though such payment or performance had not been made. In the event that any payment, or any part thereof (including a payment
effected through exercise of a right of setoff), is rescinded, reduced, restored or returned, the Secured Obligations shall be reinstated
and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.


 


7.10.        Benefit
of Agreement. The terms and provisions of this Security Agreement shall be binding upon and inure to the benefit of the Grantors,
the Administrative Agent and the other Secured Parties and their respective successors and assigns (including all persons who become
bound as a debtor to this Security Agreement), except that no Grantor shall have the right to assign its rights or delegate its obligations
under this Security Agreement or any interest herein, without the prior written consent of the Administrative Agent. No sales of participations,
assignments, transfers, or other dispositions of any agreement governing the Secured Obligations or any portion thereof or interest therein
shall in any manner impair the Lien granted to the Administrative Agent, for the benefit of the Administrative Agent and the other Secured
Parties, hereunder.


 






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7.11.        Survival
of Representations. All representations and warranties of the Grantors contained in this Security Agreement shall survive the execution
and delivery of this Security Agreement.


 


7.12.        Taxes
and Expenses. Any taxes (including income taxes) payable or ruled payable by Federal or State authority in respect of this Security
Agreement shall be paid by the Grantors, together with interest and penalties, if any. The Grantors shall reimburse the Administrative
Agent for any and all reasonable and documented out-of-pocket expenses (including reasonable and documented out-of-pocket attorneys’,
auditors’ and accountants’ fees) paid or incurred by the Administrative Agent in connection with the preparation, execution,
delivery, administration, collection and enforcement of this Security Agreement and, to the extent provided in the Credit Agreement in
the audit, analysis, administration, collection, preservation or sale of the Collateral (including the expenses and charges associated
with any periodic or special audit of the Collateral). Any and all costs and expenses incurred by the Grantors in the performance of
actions required pursuant to the terms hereof shall be borne solely by the Grantors.


 


7.13.        Headings.
The title of and section headings in this Security Agreement are for convenience of reference only, and shall not govern the interpretation
of any of the terms and provisions of this Security Agreement.


 


7.14.        Termination.
This Security Agreement shall continue in effect (notwithstanding the fact that from time to time there may be no Secured Obligations
outstanding) until (i) the Credit Agreement has terminated pursuant to its express terms and (ii) all of the Secured Obligations
(other than Unliquidated Obligations) have been Paid in Full.


 


7.15.        Entire
Agreement. This Security Agreement and the other Loan Documents embody the entire agreement and understanding between the Grantors
and the Administrative Agent relating to the Collateral and supersedes all prior agreements and understandings between the Grantors and
the Administrative Agent relating to the Collateral.


 


7.16.        CHOICE
OF LAW. THIS SECURITY AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK,
BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.


 


7.17.        CONSENT
TO JURISDICTION. EACH GRANTOR HEREBY IRREVOCABLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF ANY U.S.
FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SECURITY
AGREEMENT OR ANY OTHER LOAN DOCUMENT OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH GRANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY
AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY AND
UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE
AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. 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 HEREIN SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT OR
ANY LENDER TO BRING PROCEEDINGS AGAINST ANY GRANTOR IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY GRANTOR AGAINST
THE ADMINISTRATIVE AGENT OR ANY LENDER OR ANY AFFILIATE OF THE ADMINISTRATIVE AGENT OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY,
ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL BE BROUGHT
ONLY IN A COURT IN NEW YORK, NEW YORK.


 






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7.18.        WAIVER
OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO
A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS SECURITY AGREEMENT, ANY OTHER LOAN
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO
(A) CERTIFIES THAT NO REPRESENTATIVE OR OTHER AGENT (INCLUDING ANY ATTORNEY) OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT
IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS SECURITY AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.


 


7.19.        Indemnity.
Subject to the limitations set forth in Section 9.03(c) of the Credit Agreement, each Grantor hereby agrees to indemnify the
Administrative Agent and the other Secured Parties, and their respective successors, assigns, agents and employees, from and against
any and all liabilities, damages, penalties, suits, fees, costs, and expenses of any kind and nature (including, without limitation,
all expenses of litigation or preparation therefor whether or not the Administrative Agent or any Secured Party is a party thereto) imposed
on, incurred by or asserted against the Administrative Agent or the other Secured Parties, or their respective successors, assigns, agents
and employees, in any way relating to or arising out of this Security Agreement, or the manufacture, purchase, acceptance, rejection,
ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of any Collateral (including, without
limitation, latent and other defects, whether or not discoverable by the Administrative Agent or the other Secured Parties or any Grantor,
and any claim for Patent, Trademark or Copyright infringement).


 


7.20.       Counterparts.
This Security Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and
any of the parties hereto may execute this Security Agreement by signing any such counterpart. Delivery of an executed counterpart of
a signature page of this Security Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually
executed counterpart of this Security Agreement.


 


ARTICLE VIII


NOTICES


 


8.1.          Sending
Notices. Any notice required or permitted to be given under this Security Agreement shall be sent (and deemed received) in accordance
with Section 9.01 of the Credit Agreement.


 


8.2.          Change
in Address for Notices. Each of the Grantors, the Administrative Agent and the Lenders may change the address for service of notice
upon it by a notice in writing to the other parties.


 


ARTICLE IX


THE ADMINISTRATIVE AGENT


 


JPMorgan
Chase Bank, N.A. has been appointed Administrative Agent for the Lenders hereunder pursuant to Article VIII of the Credit
Agreement. It is expressly understood and agreed by the parties to this Security Agreement that any authority conferred upon the
Administrative Agent hereunder is subject to the terms of the delegation of authority made by the Lenders to the Administrative
Agent pursuant to Article VIII of the Credit Agreement, and that the Administrative Agent has agreed to act (and any successor
Administrative Agent shall act) as such hereunder only on the express conditions contained in such Article VIII. Any successor
Administrative Agent appointed pursuant to Article VIII of the Credit Agreement shall be entitled to all the rights, interests
and benefits of the Administrative Agent hereunder.


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF, the Grantors and the Administrative
Agent have executed this Security Agreement as of the date first above written.


 


	GRANTOR:	 
	 	 
	THE TILE SHOP, LLC,	 
	a Delaware limited liability company	 
	 	 
	By:	/s/ Karla Lunan	 
	Name: Karla Lunan	 
	Title: Senior Vice President, Chief Financial Officer and Secretary	 




 


[SIGNATURES CONTINUE ON THE FOLLOWING PAGES]


 






    


     


    

 


TILE SHOP HOLDINGS, INC.,

a Delaware corporation


 


	By:	 /s/ Karla Lunan	 
	Name: Karla Lunan	 
	Title: Senior Vice President, Chief Financial Officer and Secretary	 




 


[SIGNATURES CONTINUE ON THE FOLLOWING PAGES]


 






    


     


    

 


THE TILE SHOP OF MICHIGAN, LLC,

a Michigan limited liability company


 


	By:	/s/ Karla Lunan	 
	Name: Karla Lunan	 
	Title: Senior Vice President, Chief Financial Officer and Secretary	 




 


[SIGNATURES CONTINUE ON THE FOLLOWING PAGES]


 






    


     


    

 


TILE SHOP LENDING, INC.,

a Delaware corporation


 


	By:	/s/ Karla Lunan	 
	Name: Karla Lunan	 
	Title: Senior Vice President, Chief Financial Officer and Secretary	 




 


[SIGNATURES CONTINUE ON THE FOLLOWING PAGES]


 






    


     


    

 


JPMORGAN CHASE BANK, N.A.,

as Administrative Agent


 


	By:	/s/ Martin Cherney	 
	Name: Martin Cherney	 
	Title: Authorized Officer