Exhibit 10.2


 


GUARANTY AND SECURITY AGREEMENT


 


This GUARANTY AND
SECURITY AGREEMENT (this “Agreement”), dated as of November 19, 2020, among the Persons listed on
the signature pages hereof as “Grantors” and those additional entities that hereafter become parties hereto by
executing the form of Joinder attached hereto as Annex 1 (each, a “Grantor” and collectively, the “Grantors”),
and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”), in its capacity
as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its
successors and assigns in such capacity, “Agent”).


 


W I T N E S S E T H:


 


WHEREAS,
pursuant to that certain Credit Agreement of even date herewith (as amended, restated, supplemented, or otherwise modified from
time to time, the “Credit Agreement”) by and among FTS INTERNATIONAL SERVICES, LLC, a Texas limited
liability company (“OpCo Borrower”) and FTS INTERNATIONAL, INC., a Delaware corporation (“Parent
Borrower,” together with the OpCo Borrower and those additional entities that hereafter become parties to the Credit
Agreement as Borrowers in accordance with the terms thereof, are referred to hereinafter each individually as a “Borrower”,
and individually and collectively, jointly and severally, as the “Borrowers”), the lenders party thereto as
 “Lenders” (each of such Lenders, together with its successors and assigns, is referred to hereinafter as a “Lender”),
and Agent, the Lender Group has agreed to make certain financial accommodations available to the Borrowers from time to time pursuant
to the terms and conditions thereof; and


 


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


 


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


 


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


 






     


     


    

 


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


 


1.            Definitions;
Construction.


 


(a)            All
initially capitalized terms used herein (including in the preamble and recitals hereof) without definition shall have the meanings
ascribed thereto in the Credit Agreement (including Schedule 1.1 thereto). Any terms (whether capitalized or lower case)
used in this Agreement that are defined in the Code (including, without limitation, Account, Account Debtor, Chattel Paper, Commercial
Tort Claims, Deposit Account, Drafts, Documents, Equipment, Farm Products, Fixtures, General Intangibles, Inventory, Investment
Property, Instruments, Letters of Credit, Letter of Credit Rights, Promissory Notes, Proceeds, Securities Account and Supporting
Obligations) shall be construed and defined as set forth in the Code unless otherwise defined herein or in the Credit Agreement;
provided that to the extent that the Code is used to define any term used herein and if such term is defined differently
in different Articles of the Code, the definition of such term contained in Article 9 of the Code shall govern. In addition
to those terms defined elsewhere in this Agreement, as used in this Agreement, the following terms shall have the following meanings:


 


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


 


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


 


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


 


(iv)          “Borrower”
or “Borrowers” has the respective meanings specified therefor in the recitals to this Agreement.


 


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


 


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


 


(vii)         “Collection
Account” means a Deposit Account of a Grantor which is used exclusively for deposits of collections and proceeds of
Collateral and not as a disbursement or operating account upon which checks or other drafts may be drawn.


 


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


 


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


 






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(x)            “Controlled
Account Agreements” means those certain cash management agreements, in form and substance reasonably satisfactory to
Agent, each of which is executed and delivered by a Grantor, Agent, and one of the Controlled Account Banks.


 


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


 


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


 


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


 


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


 


(xv)          "Excluded
Accounts" means (1) Deposit Accounts specifically and exclusively used for payroll, payroll taxes and other employee
wage and benefit payments to or for the employees of any Grantor established and used in the ordinary course of business, including
without limitation deposit and securities accounts the balance of which consists exclusively of (x) withheld income taxes
and federal, state or local employment taxes in such amounts as are required to be paid to the Internal Revenue Service or state
or local government agencies within the following two months with respect to employees of any Grantor, and (y) 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, (2) all segregated Deposit Accounts constituting (and the balance of which consists solely of funds set aside
in connection with) tax accounts and trust accounts, (3) any Deposit Accounts or concentration accounts, the deposits in
which shall not aggregate more than $500,000 or exceed $250,000 with respect to any one account for a period of five (5) consecutive
Business Days, (4) any insurance trust accounts maintained in the ordinary course of business and holding only funds necessary
to fund the accrued insurance obligations of any Grantor in respect of self-insured health insurance and workers’ compensation
insurance, and (5) any escrow accounts required to be maintained in connection with any Permitted Acquisitions, Permitted
Investments, Permitted Dispositions, to the extent such escrow accounts are approved by Agent in its sole discretion.


 


(xvi)         “Excluded
Assets” has the meaning specified therefor in Section 3 hereof.


 


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


 


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


 






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


 


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


 


(xxi)          “Guarantor”
means each Grantor other than a Borrower.


 


(xxii)         “Guaranty”
means the guaranty set forth in Section 2 hereof.


 


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


 


(xxiv)       “Intellectual
Property Licenses” means, with respect to any Person (the “Specified Party”), (A) any licenses
or other similar rights provided to the Specified Party in or with respect to Intellectual Property owned or controlled by any
other Person, and (B) any licenses or other similar rights provided to any other Person in or with respect to Intellectual
Property owned or controlled by the Specified Party, in each case, including (x) any software license agreements (other than
license agreements for commercially available off-the-shelf software that is generally available to the public which have been
licensed to a Grantor pursuant to end-user licenses), (y) the license agreements listed on Schedule 3, and (z) the
right to use any of the licenses or other similar rights described in this definition in connection with the enforcement of the
Lender Group’s rights under the Loan Documents.


 


(xxv)        "Investment
Property" means (A) any and all investment property (as defined in the Code), and (B) any and all of the following
(regardless of whether classified as investment property under the Code): all Pledged Interests, Pledged Operating Agreements,
and Pledged Partnership Agreements.


 






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


 


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


 


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


 


(xxix)        “OpCo
Borrower” has the meaning specified therefor in the recitals to this Agreement.


 


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


 


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


 


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


 


(xxxiii)      “Pledged
Companies” means each Person listed on Schedule 5 as a “Pledged Company”, together with each other
Person, all or a portion of whose Equity Interests are acquired or otherwise owned by a Grantor after the Closing Date (in each
case, to the extent not constituting Excluded Assets) and is required to be pledged pursuant to Section 5.11 of the
Credit Agreement.


 


(xxxiv)     “Pledged
Interests” means each Grantor’s right, title and interest in and to the Equity Interests now owned or hereafter
acquired by such Grantor (other than to the extent constituting Excluded Assets), regardless of class or designation, including
in each of the Pledged Companies, and all substitutions therefor and replacements thereof, all proceeds thereof and all rights
relating thereto, also including any certificates representing the Equity Interests, the right to receive any certificates representing
any of the Equity Interests, all warrants, options, share appreciation rights and other rights, contractual or otherwise, in respect
thereof and the right to receive all dividends, distributions of income, profits, surplus, or other compensation by way of income
or liquidating distributions, in cash or in kind, and all cash, instruments, and other property from time to time received, receivable,
or otherwise distributed in respect of or in addition to, in substitution of, on account of, or in exchange for any or all of
the foregoing (in each case, to the extent not constituting Excluded Assets); provided, however, that, in no event will the Pledged
Interests (including any Equity Interests of Domestic Subsidiaries) include or be deemed to include any rights in respect of (1) any
Excluded Assets or (2)  any assets of any Foreign Subsidiary.


 


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


 






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(xxxvi)     "Pledged
Notes" has the meaning specified therefor in Section 6(l) hereof.


 


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


 


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


 


(xxxix)      “Proceeds”
has the meaning specified therefor in Section 3(r).


 


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


 


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


 


(xlii)         "Real
Property" means any estates or interests in real property now owned or hereafter acquired by an Grantor and the improvements
thereto.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


(b)           Unless
the context of this Agreement clearly requires otherwise, references to the plural include the singular, references to the singular
include the plural, the terms “includes” and “including” are not limiting, and the term “or”
has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or.” The words “hereof,”
 “herein,” “hereby,” “hereunder,” and similar terms in this Agreement refer to this Agreement
as a whole and not to any particular provision of this Agreement. Section, subsection, clause, schedule, and exhibit references
herein are to this Agreement unless otherwise specified. Any reference in this Agreement to any agreement, instrument, or document
shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders,
and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions,
modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein or in the Credit Agreement).
Unless otherwise expressly provided herein, any definition or reference to any law, rule or regulation shall include all
statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such law, rule or regulation.
The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to
any and all tangible and intangible assets and properties. Any reference herein to the satisfaction, repayment, or payment in
full of the Secured Obligations or the Guarantied Obligations shall mean (i) the payment or repayment in full in immediately
available funds of (A) the principal amount of, and interest accrued with respect to, all outstanding Loans, together with
the payment of any premium applicable to the repayment of the Loans, (B) all Lender Group Expenses and Indemnified Taxes
that have accrued regardless of whether demand has been made therefor, (C) all fees or charges that have accrued hereunder
or under any other Loan Document (including the Letter of Credit Fee and the Unused Line Fee), (ii) in the case of contingent
reimbursement obligations with respect to Letters of Credit, providing Letter of Credit Collateralization, (iii) in the case
of obligations with respect to Bank Products (other than Hedge Obligations), providing Bank Product Collateralization, (iv) the
receipt by Agent of cash collateral in order to secure any other contingent Secured Obligations or Guarantied Obligations for
which a claim or demand for payment has been made at such time or in respect of matters or circumstances known to Agent or a Lender
at the time that are reasonably expected to result in any loss, cost, damage or expense (including reasonable and documented attorneys’
fees and legal expenses), such cash collateral to be in such amount as Agent reasonably determines is appropriate to secure such
contingent Secured Obligations or Guarantied Obligations, (v) the payment or repayment in full in immediately available funds
of all other Secured Obligations or Guarantied Obligations (as the case may be) (including the payment of any termination amount
then applicable (or which would or could become applicable as a result of the repayment of the other Obligations) under Hedge
Agreements provided by Hedge Providers) other than (A) unasserted contingent indemnification obligations, (B) any Bank
Product Obligations (other than Hedge Obligations) that, at such time, are allowed by the applicable Bank Product Provider to
remain outstanding without being required to be repaid or cash collateralized, and (C) any Hedge Obligations that, at such
time, are allowed by the applicable Hedge Provider to remain outstanding without being required to be repaid, and (vi) the
termination of all of the Commitments of the Lenders. Any reference herein to any Person shall be construed to include such Person’s
successors and assigns. Any requirement of a writing contained herein shall be satisfied by the transmission of a Record.


 






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


 


2.            Guaranty.


 


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


 


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


 


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


 






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


 


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


 


(f)            Each
of the Guarantors authorizes Agent, the other members of the Lender Group, and the Bank Product Providers without notice or demand,
and without affecting or impairing its liability hereunder, from time to time to:


 


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


 






    	 	9	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	 	10	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(viii)         any
other circumstance that might otherwise constitute a defense available to, or a discharge of, any Grantor or any other guarantor
or surety (other than payment of the Guarantied Obligations, to the extent of such payment).


 


(i)            Waivers


 


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


 






    	 	11	 



     


    

 


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


 


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


 


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






    	 	12	 



     


    

 


(v)            Each
of the Guarantors hereby acknowledges and affirms that it understands that to the extent the Guarantied Obligations are secured
by Real Property located in California, Guarantors shall be liable for the full amount of the liability hereunder notwithstanding
the foreclosure on such Real Property by trustee sale or any other reason impairing such Guarantor's right to proceed against
any Loan Party. In accordance with Section 2856 of the California Civil Code or any similar laws of any other applicable
jurisdiction, each of the Guarantors hereby waives until such time as the Guarantied Obligations have been paid in full:


 


(1)            all
rights of subrogation, reimbursement, indemnification, and contribution and any other rights and defenses that are or may become
available to the Guarantors by reason of Sections 2787 to 2855, inclusive, 2899, and 3433 of the California Civil Code or any
similar laws of any other applicable jurisdiction;


 


(2)            all
rights and defenses that the Guarantors may have because the Guarantied Obligations are secured by Real Property located in California,
meaning, among other things, that: (A) Agent, the other members of the Lender Group, and the Bank Product Providers may collect
from the Guarantors without first foreclosing on any real or personal property collateral pledged by any Borrower or any other
Grantor, and (B) if Agent, on behalf of the Lender Group, forecloses on any Real Property collateral pledged by any Borrower
or any other Grantor, (1) the amount of the Guarantied Obligations may be reduced only by the price for which that collateral
is sold at the foreclosure sale, even if the collateral is worth more than the sale price, and (2) the Lender Group may collect
from the Guarantors even if, by foreclosing on the Real Property collateral, Agent or the other members of the Lender Group have
destroyed or impaired any right the Guarantors may have to collect from any other Grantor, it being understood that this is an
unconditional and irrevocable waiver of any rights and defenses the Guarantors may have because the Guarantied Obligations are
secured by Real Property (including, without limitation, any rights or defenses based upon Sections 580a, 580d, or 726 of the
California Code of Civil Procedure or any similar laws of any other applicable jurisdiction); and


 


(3)            all
rights and defenses arising out of an election of remedies by Agent, the other members of the Lender Group, and the Bank Product
Providers, even though that election of remedies, such as a non-judicial foreclosure with respect to security for the Guarantied
Obligations, has destroyed Guarantors' rights of subrogation and reimbursement against any Grantor by the operation of Section 580d
of the California Code of Civil Procedure or any similar laws of any other applicable jurisdiction or otherwise.


 


(vi)           Each
of the Guarantors represents, warrants, and agrees that each of the waivers set forth above is made with full knowledge of its
significance and consequences and that if any of such waivers are determined to be contrary to any applicable law or public policy,
such waivers shall be effective to the maximum extent permitted by law.


 


(vii)          [Reserved].


 


(j)            Keepwell.  Each
Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds
or other support as may be needed from time to time by each other Grantor to guaranty and otherwise honor all Obligations in respect
of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2(j) for
the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2(j),
or otherwise under the Loan Documents, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer,
and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full
force and effect until payment in full of the Guarantied Obligations. Each Qualified ECP Guarantor intends that this Section 2(j) constitute,
and this Section 2(j) shall be deemed to constitute, a “keepwell, support, or other agreement” for
the benefit of each other Grantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 






    	 	13	 



     


    

 


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


 


(a)            all
of such Grantor's Accounts;


 


(b)            all
of such Grantor's Books;


 


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


 


(d)            all
of such Grantor's Commercial Tort Claims identified on Schedule 1 from time to time;


 


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


 


(f)            all
of such Grantor's Equipment;


 


(g)            all
of such Grantor's Farm Products;


 


(h)            all
of such Grantor's Fixtures;


 


(i)             all
of such Grantor's General Intangibles;


 


(j)             all
of such Grantor's Inventory;


 


(k)            all
of such Grantor's Investment Property;


 


(l)             all
of such Grantor's Intellectual Property and Intellectual Property Licenses;


 


(m)           all
of such Grantor's Negotiable Collateral (including all of such Grantor's Pledged Notes)


 


(n)            all
of such Grantor's Pledged Interests (including all of such Grantor's Pledged Operating Agreements and Pledged Partnership Agreements);


 


(o)            all
of such Grantor's Securities Accounts;


 


(p)            all
of such Grantor's Supporting Obligations;


 






    	 	14	 



     


    

 


(q)            all
of such Grantor's money, Cash Equivalents, or other assets of such Grantor that now or hereafter come into the possession, custody,
or control of Agent (or its agent or designee) or any other member of the Lender Group; and


 


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


 


Notwithstanding
anything contained in this Agreement to the contrary, the term "Collateral" shall not include the following (collectively,
 “Excluded Assets”): (i) voting Equity Interests of any CFC, solely to the extent that (y) such Equity
Interests represent more than 65% of the outstanding voting Equity Interests of such CFC, and (z) pledging or hypothecating
more than 65% of the total outstanding voting Equity Interests of such CFC would result in adverse tax consequences (as determined
by Borrowers in good faith) or the costs to the Grantors of providing such pledge are unreasonably excessive (as reasonably determined
by Agent in consultation with Borrowers) in relation to the benefits to Agent, the other members of the Lender Group, and the
Bank Product Providers of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by
the laws of the jurisdiction of such Grantor), it being understood that no Grantor shall pledge any Equity Interests that cannot
be pledged to Agent as a result of this clause (i) to any other Person, (ii) any rights or interest in any contract,
lease, permit, license, or license agreement covering real or personal property of any Grantor if under the terms of such contract,
lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien
therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and
such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license,
or license agreement has not been obtained (provided, that (A) the foregoing exclusions of this clause (ii) shall in
no way be construed (1) to apply to the extent that any described prohibition or restriction is ineffective under Section 9-406,
9-407, 9-408, or 9-409 of the Code or other applicable law, or (2) to apply to the extent that any consent or waiver has
been obtained that would permit Agent's security interest or lien to attach notwithstanding the prohibition or restriction on
the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of clauses (i) and
(ii) shall in no way be construed to limit, impair, or otherwise affect any of Agent's, any other member of the Lender Group's
or any Bank Product Provider's continuing security interests in and liens upon any rights or interests of any Grantor in or to
(1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement,
or Equity Interests (including any Accounts or Equity Interests), or (2) any proceeds from the sale, license, lease, or other
dispositions of any such contract, lease, permit, license, license agreement, or Equity Interests), (iii) any United States
intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest
therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law;
provided, that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or
any successor provision), such intent-to-use trademark application shall be considered Collateral., (iv) Excluded Accounts,
(v)  assets of Foreign Subsidiaries; (vi) any assets owned by a Grantor that are located or registered outside
of the United States (other than foreign Equity Interests as otherwise provided herein) to the extent a Lien on such assets cannot
be created under the United States federal law or the laws of any State of the United States or the District of Columbia; (vii) fixed
or capital assets that are subject to a purchase money Lien or a Capital Lease in each case that constitutes a Permitted Lien,
to the extent granting a security interest therein would be prohibited or require third party consent that cannot be obtained
after use of commercially reasonable efforts; (viii) motor vehicles (or any equipment stored on or in any such motor vehicle),
other goods covered by certificates of title or ownership or other rolling stock, in each case, other than to the extent a security
interest therein may be perfected by filing a UCC-1 financing statement; (ix) Equity Interests of any Person formed for the
purposes of receiving Permitted Joint Venture Investments to the extent their Governing Documents prohibit such Equity Interests
from being pledged; (x) any Equity Interests in any Immaterial Subsidiary or any Foreign Subsidiary that is not a First-Tier
Foreign Subsidiary; or (xi) any right, title or interest in any Real Property or Fixtures (other than Inventory), other than
(1) a Grantor’s fee interest in any owned Real Property for which such Grantor is required to deliver to Agent a Mortgage
in accordance with Section 5.12(b) of the Credit Agreement and (2) any Fixtures attached to any such Real Property
for which a Mortgage is required to be delivered.


 






    	 	15	 



     


    

 


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


 


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


 






    	 	16	 



     


    

 


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


 


(a)            The
name (within the meaning of Section 9-503 of the Code) and jurisdiction of organization of each Grantor is set forth on Schedule
7 (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under the Loan
Documents).


 


(b)            The
chief executive office of each Grantor is located at the address indicated on Schedule 7 (as such Schedule may be updated
from time to time to reflect changes resulting from transactions permitted under the Loan Documents).


 


(c)            Each
Grantor’s tax identification numbers and organizational identification numbers, if any, are identified on Schedule 7
(as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under the Loan
Documents).


 


(d)            As
of the Closing Date, no Grantor holds any commercial tort claims that exceed $250,000 in amount, except as set forth on Schedule
1.


 


(e)            Set
forth on Schedule 9 (as such Schedule may be updated from time to time subject to Section 7(k)(iii) with
respect to Controlled Accounts and provided that Grantors comply with Section 7(c) hereof) is a listing of all
of Grantors’ Deposit Accounts and Securities Accounts, including, with respect to each bank or securities intermediary (a) the
name and address of such Person, and (b) the account numbers of the Deposit Accounts or Securities Accounts maintained with
such Person.


 


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


 


(g)            As
of the Closing Date: (i) Schedule 2 provides a complete and correct list of all registered Copyrights owned by any
Grantor, all applications for registration of Copyrights owned by any Grantor, and all other Copyrights owned by any Grantor and
material to the conduct of the business of any Grantor, (ii) Schedule 3 provides a complete and correct list of all
Intellectual Property Licenses entered into by any Grantor pursuant to which (A) any Grantor has provided any license or
other rights in Intellectual Property owned or controlled by such Grantor to any other Person (other than non-exclusive software
licenses granted in the ordinary course of business), or (B) any Person has granted to any Grantor any license or other rights
in Intellectual Property owned or controlled by such Person that is material to the business of such Grantor, including any Intellectual
Property that is incorporated in any Inventory, software, or other product marketed, sold, licensed, or distributed by such Grantor
(other than non-exclusive software licenses granted in the ordinary course of business, off-the-shelf, shrink-wrapped or "click
to accept" software licenses or other licenses to generally commercially available software), (iii) Schedule 4
provides a complete and correct list of all Patents owned by any Grantor and all applications for Patents owned by any Grantor,
and (iv) Schedule 6 provides a complete and correct list of all registered Trademarks owned by any Grantor, and all
applications for registration of Trademarks owned by any Grantor


 






    	 	17	 



     


    

 


(h)            (i) to
each Grantor’s knowledge, (A) each Grantor owns exclusively or holds licenses in all Intellectual Property that is
necessary in the conduct of its business, and (B) all employees and contractors of each Grantor who were involved in the
creation or development of any Intellectual Property for such Grantor that is necessary in the business of such Grantor have signed
agreements containing assignment of Intellectual Property rights to such Grantor and obligations of confidentiality, except as
would not reasonably be expected to result in a Material Adverse Effect;


 


(ii)            to
each Grantor’s knowledge, no Person has infringed or misappropriated or is currently infringing or misappropriating any
Intellectual Property rights owned by such Grantor, in each case, that either individually or in the aggregate would reasonably
be expected to result in a Material Adverse Effect;


 


(iii)            to
each Grantor’s knowledge, all registered Copyrights, Trademarks and Patents that are owned by such Grantor and necessary
in the conduct of its business are valid, subsisting and enforceable and in compliance with all legal requirements, filings, and
payments and other actions that are required to maintain such Intellectual Property in full force and effect, except as would
not reasonably be expected to result in a Material Adverse Effect; and


 


(iv)            each
Grantor has taken reasonable steps to maintain the confidentiality of and otherwise protect and enforce its rights in all trade
secrets owned by such Grantor that are necessary in the conduct of the business of such Grantor, except as would not reasonably
be expected to result in a Material Adverse Effect.


 


(i)            This
Agreement creates a valid security interest in the Collateral of each Grantor, to the extent a security interest therein can be
created under the Code, securing the payment of the Secured Obligations. Except to the extent a security interest in the Collateral
cannot be perfected by the filing of a financing statement under the Code, all filings and other actions necessary or desirable
to perfect and protect such security interest have been duly taken or will have been taken upon the filing of financing statements
listing each applicable Grantor, as a debtor, and Agent, as secured party, in the jurisdictions listed next to such Grantor’s
name on Schedule 11. Upon the making of such filings, Agent shall have a first priority (subject to Permitted Liens) perfected
security interest in the Collateral of each Grantor to the extent such security interest can be perfected by the filing of a financing
statement. Upon filing of any Copyright Security Agreement with the United States Copyright Office, filing of any Patent Security
Agreement and Trademark Security Agreement with the PTO, and the filing of appropriate financing statements in the jurisdictions
listed on Schedule 11, all action necessary to protect and perfect the Security Interest in and on each Grantor’s
United States issued and registered Patents, Trademarks, or Copyrights has been taken and such perfected Security Interest is
enforceable as such as against any and all creditors of and purchasers from any Grantor.


 


(j)            (i) Except
for the Security Interest created hereby, each Grantor is and will at all times be the sole holder of record and the legal and
beneficial owner, free and clear of all Liens other than Permitted Liens, of the Pledged Interests indicated on Schedule 5
as being owned by such Grantor and, when acquired by such Grantor, any Pledged Interests acquired after the Closing Date;
(ii) all of the Pledged Interests are duly authorized, validly issued, fully paid and non-assessable and the Pledged Interests
constitute or will constitute the percentage of the issued and outstanding Equity Interests of the Pledged Companies of such Grantor
identified on Schedule 5 as supplemented or modified by any Pledged Interests Addendum or any Joinder to this Agreement;
(iii) such Grantor has the right and requisite authority to pledge, the Investment Property pledged by such Grantor to Agent
as provided herein; (iv) all actions necessary or desirable to perfect and establish the first priority (subject only to
Permitted Liens), or otherwise protect, Agent’s Liens in the Investment Property, and the proceeds thereof, have been duly
taken, upon (A) the execution and delivery of this Agreement; (B) the taking of possession by the Agent (or its agent
or designee), of any certificates representing the Pledged Interests, to the extent such Pledged Interests are represented by
certificates, together with undated powers (or other documents of transfer acceptable to the Agent) endorsed in blank by the applicable
Grantor; (C) the filing of financing statements in the applicable jurisdiction set forth on Schedule 11 for such Grantor
with respect to the Pledged Interests of such Grantor that are not represented by certificates, and (D) with respect to any
Securities Accounts, the delivery of Control Agreements with respect thereto and (v) each Grantor has delivered to and deposited
with Agent, all certificates representing the Pledged Interests owned by such Grantor to the extent such Pledged Interests are
represented by certificates, and undated powers (or other documents of transfer acceptable to Agent) endorsed in blank with respect
to such certificates. None of the Pledged Interests owned or held by such Grantor has been issued or transferred in violation
of any securities registration, securities disclosure, or similar laws of any jurisdiction to which such issuance or transfer
may be subject.


 






    	 	18	 



     


    

 


(k)            Except,
in each case, as would not reasonably be expected to result in a Material Adverse Effect, no consent, approval, authorization,
or other order or other action by, and no notice to or filing with, any Governmental Authority or any other Person is required
(i) for the grant of a Security Interest by such Grantor in and to the Collateral pursuant to this Agreement or for the execution,
delivery, or performance of this Agreement by such Grantor, or (ii) for the exercise by Agent of the voting or other rights
provided for in this Agreement with respect to the Investment Property or the remedies in respect of the Collateral pursuant to
this Agreement, except (A) as may be required in connection with such disposition of Investment Property by laws affecting
the offering and sale of securities generally, (B) for consents, approvals, authorizations, or other orders or actions that
have been obtained or given (as applicable) and that are still in force, and (C) the filing of financing statements and other
filings necessary to perfect the Security Interests granted hereby. No Intellectual Property License of any Grantor that is necessary
in the conduct of such Grantor's business requires any consent of any other Person that has not been obtained in order for such
Grantor to grant the security interest granted hereunder in such Grantor's right, title or interest in or to such Intellectual
Property License, except as would not reasonably be expected to result in a Material Adverse Effect.


 


(l)            To
each Grantor’s knowledge, there is no default, breach, violation, or event of acceleration existing under any promissory
notes (as defined in the Code) constituting Collateral and pledged hereunder (each a "Pledged Note") with an
outstanding principal amount in excess of $1,000,000 individually or $5,000,000 in the aggregate and no event has occurred or
circumstance exists which, with the passage of time or the giving of notice, or both, would constitute a default, breach, violation,
or event of acceleration under any Pledged Notes with an outstanding principal amount in excess of $1,000,000 individually or
$5,000,000 in the aggregate, in each case, except if any Grantor notifies Agent to the contrary.


 


(m)            Except
if any Grantor notifies Agent to the contrary, as to all limited liability company or partnership interests, issued under any
Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents and warrants that the Pledged Interests
issued pursuant to such agreement (A) are not dealt in or traded on securities exchanges or in securities markets, (B) do
not constitute investment company securities, and (C) are not held by such Grantor in a Securities Account. In addition,
none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged
Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement provide that such Pledged Interests are
securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction, except if any
Grantor notifies Agent to the contrary in advance and takes all steps reasonably requested by Agent to maintain the perfection
of the Agent’s Security Interest in such Pledged Interests.


 






    	 	19	 



     


    

 


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


 


(a)            Possession
of Collateral. In the event that any Collateral, including Proceeds, is evidenced by or consists of Negotiable Collateral, Investment
Property, or Chattel Paper having an aggregate value or face amount of $1,000,000 or more for all such Negotiable Collateral, Investment
Property, or Chattel Paper, the Grantors shall promptly (and in any event within ten (10) Business Days after acquisition
thereof), notify Agent thereof, and if and to the extent that perfection or priority of Agent’s Security Interest is dependent
on or enhanced by possession, the applicable Grantor, promptly (and in any event within ten (10) Business Days) after request
by Agent, shall execute such other documents and instruments as shall be requested by Agent or, if applicable, endorse and deliver
physical possession of such Negotiable Collateral, Investment Property, or Chattel Paper to Agent, together with such undated
powers (or other relevant document of transfer acceptable to Agent) endorsed in blank as shall be requested by Agent, and shall
do such other acts or things deemed necessary by Agent to protect Agent’s Security Interest therein;


 


(b)            Chattel
Paper.


 


(i)            Promptly
(and in any event within ten (10) Business Days) after request by Agent, each Grantor shall take all steps reasonably necessary
to grant Agent control of all electronic Chattel Paper constituting Collateral in accordance with the Code and all “transferable
records” as that term is defined in Section 16 of the Uniform Electronic Transaction Act and Section 201 of the
federal Electronic Signatures in Global and National Commerce Act as in effect in any relevant jurisdiction, to the extent that
the aggregate value or face amount of such electronic Chattel Paper equals or exceeds $1,000,000;


 


(ii)            If
any Grantor retains possession of any Chattel Paper or instruments constituting Collateral (which retention of possession shall
be subject to the extent permitted hereby and by the Credit Agreement), promptly upon the reasonable request of Agent, such Chattel
Paper and instruments shall be marked with the following legend: “This writing and the obligations evidenced or secured
hereby are subject to the Security Interest of Wells Fargo Bank, National Association, as Agent for the benefit of the Lender
Group and the Bank Product Providers”;


 


(c)            Control
Agreements.


 


(i)            Subject
to any applicable time periods provided under Schedule 3.6 to the Credit Agreement, each, Grantor shall obtain a Control Agreement
(which may include a Controlled Account Agreement), from each bank maintaining a Deposit Account or Securities Account (in each
case, other than Excluded Accounts) for such Grantor;


 


(ii)            Each
Grantor shall obtain a Control Agreement, from each issuer of uncertificated securities, securities intermediary, or commodities
intermediary issuing or holding any financial assets or commodities to or for any Grantor, or maintaining a Securities Account
(in each case, other than Excluded Assets) for such Grantor; and


 






    	 	20	 



     


    

 


(d)            Letter-of-Credit
Rights. If the Grantors (or any of them) are or become the beneficiary of letters of credit constituting Collateral having
a face amount or value of $1,000,000 or more in the aggregate, then the applicable Grantor or Grantors shall promptly (and in
any event within ten (10) Business Days after becoming a beneficiary), notify Agent thereof and, promptly (and in any event
within ten (10) Business Days) after request by Agent, enter into a tri-party agreement with Agent and the issuer or confirming
bank with respect to letter-of-credit rights assigning such letter-of-credit rights to Agent and directing all payments thereunder
to Agent’s Account, all in form and substance reasonably satisfactory to Agent;


 


(e)            Commercial
Tort Claims. If the Grantors (or any of them) obtain Commercial Tort Claims having a value, or involving an asserted claim,
in the amount of $1,000,000 or more in the aggregate for all Commercial Tort Claims, then the applicable Grantor or Grantors shall
promptly (and in any event within ten (10) Business Days of obtaining such Commercial Tort Claim), notify Agent upon incurring
or otherwise obtaining such Commercial Tort Claims and, promptly (and in any event within ten (10) Business Days) after request
by Agent, amend Schedule 1 to describe such Commercial Tort Claims in a manner that reasonably identifies such Commercial
Tort Claims and which is otherwise reasonably satisfactory to Agent, and hereby authorizes the filing of additional financing
statements or amendments to existing financing statements describing such Commercial Tort Claims, and agrees to do such other
acts or things deemed necessary or desirable by Agent to give Agent a first priority, perfected security interest in any such
Commercial Tort Claim;


 


(f)            Government
Contracts. Other than Accounts and Chattel Paper the aggregate value of which does not at any one time exceed $1,000,000,
if any Account or Chattel Paper constituting Collateral arises out of a contract or contracts with the United States of America
or any department, agency, or instrumentality thereof, Grantors shall promptly (and in any event within ten (10) Business
Days of the creation thereof) notify Agent thereof and, promptly (and in any event within ten (10) Business Days) after request
by Agent, execute any instruments or use commercially reasonable efforts to take any steps reasonably required by Agent in order
that all moneys due or to become due under such contract or contracts shall be assigned to Agent, for the benefit of the Lender
Group and the Bank Product Providers, and shall provide written notice thereof under the Assignment of Claims Act or other applicable
law;


 


(g)            Intellectual
Property.


 


(i)            Upon
the request of Agent, in order to facilitate filings with the PTO and the United States Copyright Office, each Grantor shall execute
and deliver to Agent one or more Copyright Security Agreements, Trademark Security Agreements, or Patent Security Agreements to
further evidence Agent’s Lien on such Grantor’s United States Parents, Trademarks or Copyrights constituting Collateral
and the General Intangibles of such Grantor relating thereto or represented thereby;


 


(ii)            Each
Grantor shall take all commercially reasonable steps which it reasonably deems appropriate under the circumstances, with respect
to Intellectual Property that is necessary to the conduct of such Grantor’s business, to protect and enforce and defend
at such Grantor’s expense its Intellectual Property, including, in its reasonable business judgment, (A) to enforce
and defend, including promptly suing for infringement, misappropriation, or dilution and to recover any and all damages for such
infringement, misappropriation, or dilution, and filing for opposition, interference, and cancellation against conflicting Intellectual
Property rights of any Person, (B) to prosecute any trademark application or service mark application that is part of the
Trademarks pending as of the date hereof or hereafter until the termination of this Agreement, (C) to prosecute any patent
application that is part of the Patents pending as of the date hereof or hereafter until the termination of this Agreement, and
(D) to take all reasonable and necessary action to preserve and maintain all of such Grantor’s Trademarks, Patents,
Copyrights, Intellectual Property Licenses, and its rights therein, including paying all maintenance fees and filing of applications
for renewal, affidavits of use, and affidavits of noncontestability. Each Grantor hereby agrees to take all commercially reasonable
steps which it reasonably deems appropriate under the circumstances, as described in this Section 7(g)(ii), with respect
to all new or acquired Intellectual Property to which it or any of its Subsidiaries is now or later becomes entitled that is necessary
to the conduct of such Grantor’s business;


 






    	 	21	 



     


    

 


(iii)            Grantors
acknowledge and agree that the Lender Group shall have no duties with respect to any Intellectual Property or Intellectual Property
Licenses of any Grantor. Without limiting the generality of this Section 7(g)(iii), Grantors acknowledge and agree
that no member of the Lender Group shall be under any obligation to take any steps necessary to preserve rights in the Collateral
consisting of Intellectual Property or Intellectual Property Licenses against any other Person, but any member of the Lender Group
may do so at its option from and after the occurrence and during the continuance of an Event of Default, and all reasonable, documented
out-of-pocket expenses incurred in connection therewith (including reasonable and documented fees and expenses of attorneys and
other professionals) shall be for the sole account of the Borrowers and shall be chargeable to the Loan Account in accordance
with the Credit Agreement;


 


(iv)            [Reserved];


 


(v)            On
each date on which a Compliance Certificate is required to be delivered pursuant to Section 5.1 of the Credit Agreement
in respect of a fiscal month (or, if an Event of Default has occurred and is continuing, more frequently if requested by Agent),
each Grantor shall provide Agent with a written report of all new Patents, Trademarks, or Copyrights, if any, that are registered
or the subject of pending applications for registrations, and of all Intellectual Property Licenses that are necessary to the
conduct of such Grantor’s business, in each case, which were acquired, registered, or for which applications for registration
were filed by any Grantor during the prior period and any statement of use or amendment to allege use with respect to intent-to-use
trademark applications. In the case of such registrations or applications therefor, which were acquired by any Grantor and are
necessary to the conduct of such Grantor’s business, each such Grantor shall file the customary and necessary documents
with the appropriate Governmental Authority identifying the applicable Grantor as the owner (or as a co-owner thereof, if such
is the case). In each of the foregoing cases, the applicable Grantor shall promptly cause to be prepared, executed, and delivered
to Agent supplemental schedules to the applicable Loan Documents to identify such Patent, Trademark and Copyright registrations
and applications therefor (with the exception of Trademark applications filed on an intent-to-use basis for which no statement
of use or amendment to allege use has been filed) and Intellectual Property Licenses as being subject to the security interests
created thereunder.


 


(vi)            [Reserved];


 


(vii)            Each
Grantor shall take commercially reasonable steps to maintain the confidentiality of, and otherwise protect and enforce its rights
in, the Intellectual Property that is necessary in the conduct of such Grantor's business, except to the extent failing to do
so would not reasonably be expected to result in a Material Adverse Effect; and


 


(viii)            No
Grantor shall enter into any Intellectual Property License material and necessary to the conduct of such Grantor’s business
to receive any license or rights in any Intellectual Property of any other Person (other than non-exclusive software licenses
obtained in the ordinary course of business, off-the-shelf, shrink-wrapped or “click to accept” software licenses
or other licenses to generally commercially available software), unless such Grantor has used commercially reasonable efforts
to permit the assignment of or grant of a security interest in such Intellectual Property License (and all rights of Grantor thereunder)
to Agent (and any transferees of Agent).


 






    	 	22	 



     


    

 


(h)            Pledged
Collateral.


 


(i)            If
any Grantor shall acquire, obtain, or receive any Pledged Interests after the Closing Date, it shall promptly (and in any event
within twenty (20) Business Days of acquiring or obtaining such Pledged Interests) deliver to Agent a duly executed Pledged Interests
Addendum identifying such Pledged Interests;


 


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


 


(iii)            [Reserved];


 


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


 


(v)            Each
Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal,
state or local law to effect the perfection of the Security Interest on the Investment Property constituting Collateral and, upon
the occurrence and during the continuation of an Event of Default, to effect any sale or transfer thereof; provided that
no Grantor shall have any obligation to make any filings or registrations (i) in jurisdictions outside of the United States,
or (ii) to allow for a public sale of any Investment Property; and


 


(vi)            As
to all limited liability company or partnership interests, owned by such Grantor and issued under any Pledged Operating Agreement
or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are
not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute
investment company securities, and (C) are not and will not be held by such Grantor in a securities account, in each case,
except as a Grantor may otherwise provide upon 10 days’ prior written notice to Agent. In addition, none of the Pledged
Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued
under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are
securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.


 


(vii)            With
regard to any Pledged Interests issued by a Grantor and that constitute uncertificated securities (as such term is defined in
the Code), any such Grantor of such non-certificated Pledged Interests (i) agrees promptly to note on its books the security
interests granted to Agent and confirmed under this Agreement, (ii) agrees that after the occurrence and during the continuation
of an Event of Default, it will comply with instructions of Agent or its nominee with respect to the applicable Pledged Interests
without further consent by the applicable Grantor, (iii) to the extent permitted by law, agrees that the "issuer's jurisdiction"
(as defined in Section 8-110 of the UCC) is the State of New York, (iv) agrees to notify Agent upon obtaining knowledge
of any interest in favor of any person in the applicable Pledged Interests that is materially adverse to the interest of the Agent
therein, other than any Permitted Liens and (v) waives any right or requirement at any time hereafter to receive a copy of
this Agreement in connection with the registration of any Pledged Interests hereunder in the name of Agent or its nominee or the
exercise of voting rights by Agent or its nominee. With regard to any other Pledged Interests that constitute uncertificated securities
(as such term is defined in the Code), such Grantor shall take all actions, and, to the extent such Grantor controls the issuer
of such securities, shall cause the issuer of such uncertificated securities to take all actions, reasonably requested by Agent
to ensure such Pledged Interests are subject to the “control” (as such term is used in the Code) of Agent.


 






    	 	23	 



     


    

 


(i)            Real
Property; Fixtures. Each Grantor covenants and agrees that upon the acquisition of any fee interest in Real Property it will
promptly (and in any event within five (5) Business Days of acquisition) notify Agent of the acquisition of such Real Property
and, if requested by Agent and to the extent required by Section 5.12(b) of the Credit Agreement, will grant to Agent,
for the benefit of the Lender Group and the Bank Product Providers, a first priority (subject only to Permitted Liens) Mortgage
on each such fee interest in Real Property so requested by Agent and required by Section 5.12(b) of the Credit Agreement,
and shall deliver such other documentation and opinions, in form and substance reasonably satisfactory to Agent, in connection
with the grant of such Mortgage as Agent shall request in its Permitted Discretion, including title insurance policies, financing
statements, fixture filings and environmental audits and such Grantor shall pay all recording costs, intangible taxes and other
reasonable and documented out-of-pocket fees and costs (including reasonable attorneys' fees and expenses) incurred in connection
therewith. Each Grantor acknowledges and agrees that, to the extent permitted by applicable law, all of the Collateral shall remain
personal property regardless of the manner of its attachment or affixation to real property.


 


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


 


(k)            Controlled
Accounts; Controlled Investments.


 


(i)            Subject
to any applicable time periods provided under Schedule 3.6 of the Credit Agreement, each Grantor shall (A) establish
and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set
forth on Schedule 10 (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that
all of its Account Debtors forward payment of the amounts owed by them directly to a Collection Account at such Controlled Account
Bank that is not an Excluded Account (each, a "Controlled Account") (by wire transfer to the applicable Controlled
Account Bank or to a lockbox maintained by the applicable Controlled Account Bank for deposit into such Collection Account), and
(B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt
thereof, all of their collections (including those sent directly by their Account Debtors to a Grantor) and proceeds of Collateral
into a Controlled Account.


 


(ii)            Subject
to any applicable time periods provided under Schedule 3.6 to the Credit Agreement, each Grantor shall establish and
maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank with respect to Controlled Accounts,
in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things,
that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the
funds in each applicable Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account
Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against each applicable
Controlled Account other than for payment of its service fees and other charges directly related to the administration of such
Controlled Account and for returned checks or other items of payment, and (C) the Controlled Account Bank will forward, by
daily sweep, all amounts in each applicable Controlled Account to the Agent's Account.


 






    	 	24	 



     


    

 


(iii)            So
long as no Default or Event of Default has occurred and is continuing or would immediately result therefrom, Parent Borrower may
amend Schedule 10 to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement
provide to Agent an amended Schedule 10; provided, however, that (A) such prospective Controlled Account Bank shall
be satisfactory to Agent in Agent's sole discretion, and (B) prior to the time of the opening of such Controlled Account
(except with respect to any Controlled Account existing as of the Closing Date), the applicable Grantor and such prospective Controlled
Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Each Grantor shall close any of its Controlled
Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable
and in any event within 45 days after notice from Agent that the operating performance, funds transfer, or availability procedures
or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent's liability under any Controlled
Account Agreement with such Controlled Account Bank is no longer acceptable in Agent's sole judgment.


 


(iv)            No
Grantor will open or, from and after the date required by Schedule 3.6 of the Credit Agreement, maintain any Deposit Accounts
or Securities Accounts, other than Deposit Accounts or Securities Accounts that are Excluded Assets, unless Grantor or its Subsidiary,
as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Agent in order to
perfect (and further establish) Agent’s Liens in such Deposit Account or Securities Account and notwithstanding anything
in the Loan Documents to the contrary, there shall be no Default or Event of Default until after the expiration of such period
provided by Schedule 3.6 of the Credit Agreement for failure to have any such Control Agreements in place.


 


(l)            Name,
Etc. No Grantor will change its name, chief executive office, organizational identification number, jurisdiction of organization
or organizational identity; provided, that any Grantor may change its name or chief executive office upon at least ten
(10) days prior written notice to Agent of such change.


 


(m)            Account
Verification. Without limiting Section 14 below, at any time upon the occurrence and during the continuance of
an Event of Default, each Grantor will, and will cause each of its Subsidiaries to, permit Agent, in Agent's name or in the name
or a nominee of Agent, to verify the validity, amount or any other matter relating to any Account, by mail, telephone, facsimile
transmission or other electronic means of transmission or otherwise. Further, at the request of Agent, each Grantor will, and
will cause each of its Subsidiaries to, send requests for verification of Accounts or, after the occurrence and during the continuance
of an Event of Default, send notices of assignment of Accounts to Account Debtors and other obligors.


 


(n)            Pledged
Notes. Grantors (i) without the prior written consent of Agent, will not (A) waive or release any obligation of
any Person that is obligated under any of the Pledged Notes with an aggregate outstanding principal amount in excess of $1,000,000,
or (B) other than Permitted Dispositions, assign or surrender their rights and interests under any of the Pledged Notes with
an aggregate outstanding principal amount in excess of $1,000,000 or terminate, cancel, modify, change, supplement or amend the
Pledged Notes with an aggregate outstanding principal amount in excess of $1,000,000, except to the extent such termination, cancellation,
modification, change, supplement or amendment would not be materially adverse to the interests of the Agent and the Lenders, and
(ii) at any time upon the occurrence and during the continuance of an Event of Default, shall provide to Agent copies of
all material written notices (including notices of default) given or received with respect to the Pledged Notes promptly after
giving or receiving such notice.


 






    	 	25	 



     


    

 


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


 


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


 


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


 


9.            Further
Assurances.


 


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


 


(b)            Each
Grantor authorizes the filing by Agent of financing or continuation statements, or amendments thereto, as are necessary to perfect
or preserve Agent’s Security Interest in the Collateral and such Grantor will execute and deliver to Agent such other instruments
or notices, as Agent may reasonably request, in order to perfect and preserve the Security Interest granted or purported to be
granted hereby.


 


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


 


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


 


(e)            Each
of the parties hereto acknowledges and agrees that nothing in this Agreement (i) creates, either directly or by implication,
any Security Interest in, Lien on, or rights to any assets or property constituting Excluded Assets or (ii) requires compliance
with any applicable foreign law with respect to the grant, creation and perfection of Liens on and Security Interests in any Collateral.


 






    	 	26	 



     


    

 


10.            Agent’s
Right to Perform Contracts, Exercise Rights, etc. Upon the occurrence and during the continuance of an Event of Default,
Agent (or its designee) (a) may proceed to perform any and all of the obligations of any Grantor contained in any contract,
lease, or other agreement and exercise any and all rights of any Grantor therein contained as fully as such Grantor itself could,
(b) shall have the right to use any Grantor’s rights under Intellectual Property Licenses (to the extent that such
use (a) does not violate the express terms of any agreement between such Grantor and a third party governing such Grantor’s
use of the Intellectual Property License and (b) is not prohibited by any rule of law, statute or regulation) in connection
with the enforcement of Agent’s rights hereunder, including the right to prepare for sale and sell any and all Inventory
and Equipment now or hereafter owned by any Grantor and now or hereafter covered by such licenses, and (c) shall have the
right to request that any Equity Interests that are pledged hereunder be registered in the name of Agent or any of its nominees.


 


11.            Agent
Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent as its attorney-in-fact, with full authority in
the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred
and is continuing under the Credit Agreement, subject to the terms of then existing leases, contracts and other agreements, to
take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes
of this Agreement, including:


 


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


 


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


 


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


 


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


 


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


 


(f)            to
use any Intellectual Property or Intellectual Property Licenses (to the extent that such use (i) does not violate the express
terms of any agreement between such Grantor and a third party governing such Grantor’s use of the Intellectual Property
License and (ii) is not prohibited by any rule of law, statute or regulation) of such Grantor, including but not limited
to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in
preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts,
contracts or Negotiable Collateral of such Grantor; and


 


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


 






    	 	27	 



     


    

 


To the extent permitted
by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This
power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated.


 


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


 


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


 


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


 


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


 


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


 


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


 






    	 	28	 



     


    

 


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


 


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


 


(a)            Agent
may, and, at the instruction of the Required Lenders, shall exercise in respect of the Collateral, in addition to other rights
and remedies provided for herein, in the other Loan Documents, or otherwise available to it, all the rights and remedies of a
secured party on default under the Code or any other applicable law. Without limiting the generality of the foregoing, each Grantor
expressly agrees that, in any such event, Agent without demand of performance or other demand, advertisement or notice of any
kind (except a notice specified below of time and place of public or private sale or as required by applicable law) to or upon
any Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the
maximum extent permitted by the Code or any other applicable law), may take immediate possession of all or any portion of the
Collateral and (i) require Grantors to, and each Grantor hereby agrees that it will at its own expense and upon request of
Agent forthwith, assemble all or part of the Collateral as directed by Agent and make it available to Agent at one or more locations
where such Grantor regularly maintains Inventory, and (ii) without notice except as specified below, sell the Collateral
or any part thereof in one or more parcels at public or private sale, at any of Agent’s offices or elsewhere, for cash,
on credit, and upon such other terms as Agent may deem commercially reasonable. Each Grantor agrees that, to the extent notification
of sale shall be required by law, at least ten (10) days notification by mail to the applicable Grantor of the time and place
of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and specifically
such notification shall constitute a reasonable “authenticated notification of disposition” within the meaning of
Section 9-611 of the Code. Agent shall not be obligated to make any sale of Collateral regardless of notification of sale
having been given. Agent may adjourn any public sale from time to time by announcement at the time and place fixed therefor, and
such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Grantor agrees that (A) the
internet shall constitute a “place” for purposes of Section 9-610(b) of the Code and (B) to the extent
notification of sale shall be required by law, notification by mail of the URL where a sale will occur and the time when a sale
will commence at least ten (10) days prior to the sale shall constitute a reasonable notification for purposes of Section 9-611(b) of
the Code. Each Grantor agrees that any sale of Collateral to a licensor pursuant to the terms of a license agreement between such
licensor and a Grantor is sufficient to constitute a commercially reasonable sale (including as to method, terms, manner, and
time) within the meaning of Section 9-610 of the Code.


 


(b)            Subject
to the terms of the existing applicable agreements and contracts, Agent is hereby granted a license or other right to use, without
liability for royalties or any other charge, each Grantor’s Intellectual Property, including but not limited to, any labels,
Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, and advertising matter, whether owned by
any Grantor or with respect to which any Grantor has rights under license, sublicense, or other agreements (including any Intellectual
Property License), as it pertains to the Collateral, in preparing for sale, advertising for sale and selling any Collateral, and
each Grantor’s rights under all licenses and all franchise agreements shall inure to the benefit of Agent.


 






    	 	29	 



     


    

 


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


 


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


 


(e)            Each
Grantor hereby acknowledges that the Secured Obligations arise out of a commercial transaction, and agrees that if an Event of
Default shall occur and be continuing Agent shall have the right to an immediate writ of possession without notice of a hearing.
Agent shall have the right to the appointment of a receiver for the Collateral of each Grantor, and each Grantor hereby consents
to such rights and such appointment and hereby waives any objection such Grantor may have thereto or the right to have a bond
or other security posted by Agent.


 


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


 


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


 






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20.          Indemnity
and Expenses.


 


(a)            Each
Grantor agrees to indemnify Agent and the other members of the Lender Group in accordance with and to the extent set forth in
Section 10.3 of the Credit Agreement. This provision shall survive the termination of this Agreement and the Credit Agreement
and the repayment of the Secured Obligations.


 


(b)            Grantors,
jointly and severally, shall, upon demand, pay to Agent (or Agent, may charge to the Loan Account) all the Lender Group Expenses
which Agent may incur in connection with (i) the administration of this Agreement, (ii) the custody, preservation, use
or operation of, or, upon an Event of Default, the sale of, collection from, or other realization upon, any of the Collateral
in accordance with this Agreement and the other Loan Documents, (iii) the exercise or enforcement of any of the rights of
Agent hereunder or (iv) the failure by any Grantor to perform or observe any of the provisions hereof.


 


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


 


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


 


23.          Continuing
Security Interest: Assignments under Credit Agreement.


 


(a)            This
Agreement shall create a continuing security interest in the Collateral and shall (i) remain in full force and effect until
the Obligations have been paid in full in accordance with the provisions of the Credit Agreement and the Commitments have expired
or have been terminated, (ii) be binding upon each Grantor, and their respective successors and assigns, and (iii) inure
to the benefit of, and be enforceable by, Agent, and its successors, transferees and assigns. Without limiting the generality
of the foregoing clause (iii), any Lender may, in accordance with the provisions of the Credit Agreement, assign or otherwise
transfer all or any portion of its rights and obligations under the Credit Agreement to any other Person, and such other Person
shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise. Upon payment
in full of the Secured Obligations in accordance with the provisions of the Credit Agreement and the expiration or termination
of the Commitments, the Guaranty made and the Security Interest granted hereby shall automatically terminate, without the requirement
of further action by any party, and all rights to the Collateral shall revert to Grantors or any other Person entitled thereto.
At such time, upon Borrowers’ request, Agent will authorize the filing of appropriate termination statements to terminate
such Security Interest by each Grantor or its designees and Agent shall take such other actions requested by any Grantor (at Grantors’
expense) to terminate or evidence the termination of such Guaranty and Security Interest. Except as set forth above, no transfer
or renewal, extension, assignment, or termination of this Agreement or of the Credit Agreement, any other Loan Document, or any
other instrument or document executed and delivered by any Grantor to Agent nor any additional loans made by any Lender to the
Borrowers, nor the taking of further security, nor the retaking or re-delivery of the Collateral to Grantors, or any of them,
by Agent, nor any other act of the Lender Group or the Bank Product Providers, or any of them, shall release any Grantor from
any obligation, except a release or discharge executed in writing by Agent in accordance with the provisions of the Credit Agreement.
Agent shall not by any act, delay, omission or otherwise, be deemed to have waived any of its rights or remedies hereunder, unless
such waiver is in writing and signed by Agent and then only to the extent therein set forth. A waiver by Agent of any right or
remedy on any occasion shall not be construed as a bar to the exercise of any such right or remedy which Agent would otherwise
have had on any other occasion.


 






    	 	31	 



     


    

 


(b)            Each
Grantor agrees that, if any payment made by any Grantor or other Person and applied to the Secured Obligations is at any time
annulled, avoided, set, aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded
or repaid, or the proceeds of any Collateral are required to be returned by Agent or any other member of the Lender Group to such
Grantor, its estate, trustee, receiver or any other party, including any Grantor, under any bankruptcy law, state or federal law,
common law or equitable cause, then, to the extent of such payment or repayment, any Lien or other Collateral securing such liability
shall be and remain in full force and effect, as fully as if such payment had never been made. If, prior to any of the foregoing,
(i) any Lien or other Collateral securing such Grantor’s liability hereunder shall have been released or terminated
by virtue of the foregoing clause (a), or (ii) any provision of the Guaranty hereunder shall have been terminated, cancelled
or surrendered, such Lien, other Collateral or provision shall be reinstated in full force and effect and such prior release,
termination, cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any
such Grantor in respect of any Lien or other Collateral securing such obligation or the amount of such payment.


 


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


 


25.          CHOICE
OF LAW AND VENUE; JURY TRIAL WAIVER; JUDICIAL REFERENCE PROVISION.


 


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


 


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


 






    	 	32	 



     


    

 


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


 


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


 


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


 


(f)            [RESERVED].


 


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


 






    	 	33	 



     


    

 


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


 


28.          Miscellaneous.


 


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


 


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


 


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


 


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


 


[Signature Pages Follow]


 






    	 	34	 



     


    

 


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


 


 


	GRANTORS:	FTS INTERNATIONAL SERVICES, LLC
	 	 
	 	 	 
	 	By:	/s/
    Lance Turner
	 	 	Name:
    Lance Turner
	 	 	Title:
    Chief Financial Officer and Treasurer 
	 	 
	 	 
	 	FTS INTERNATIONAL, INC.
	 	 
	 	 	 
	 	By:	/s/
    Lance Turner
	 	 	Name:
    Lance Turner
	 	 	Title:
    Chief Financial Officer and Treasurer
	 	 
	 	 
	 	FTS INTERNATIONAL MANUFACTURING, LLC
	 	 
	 	 	 
	 	By:	/s/
    Lance Turner
	 	 	Name:
    Lance Turner
	 	 	Title:
    Chief Financial Officer and Treasurer


 


[SIGNATURE PAGE TO GUARANTY AND SECURITY AGREEMENT]


 






     


     


    

 


	AGENT:	WELLS FARGO BANK, NATIONAL ASSOCIATION, 

a national banking association
	 	 
	 	 
	 	By:	/s/
    Becky Rountree Braccio
	 	 	Name:
    Becky Rountree Braccio
	 	 	Its
    Authorized Signatory


 


[SIGNATURE PAGE TO GUARANTY AND SECURITY AGREEMENT]