Exhibit 10.3


 





 



 


GUARANTY
AND COLLATERAL AGREEMENT


 


dated
as of November 17, 2020


 


among


 


T3
COMMUNICATIONS, INC.


as
the Company,


 


and


 


THE
OTHER PARTIES HERETO,


as
Grantors,


 


and


 


POST
ROAD ADMINISTRATIVE LLC,


as
the Administrative Agent


 




    


     


    


 


TABLE
OF CONTENTS


 





			Page


	Article
    I DEFINITIONS	1
	1.1	Definitions
    in Credit Agreement and UCC	1
	1.2	Defined Terms	1
	 	 	 
	Article
    II GUARANTY	5 
	2.1	Guaranty	5
	2.2	Right of
    Contribution	6
	2.3	No Subrogation	6
	2.4	Amendments,
    etc. with respect to the Secured Obligations	6
	2.5	Waivers	7
	2.6	Payments	7
	 	 	 
	Article
    III GRANT OF SECURITY INTEREST	7 
	3.1	Grant	7
	3.2	Collateral
    Assignment of Rights under the Customer Contracts	8
	 	 	 
	Article
    IV REPRESENTATIONS AND WARRANTIES	8 
	4.1	Title; No
    Other Liens	8
	4.2	Perfected
    Liens	8
	4.3	Grantor Information	9
	4.4	Collateral
    Locations	9
	4.5	Certain Property	9
	4.6	Investment
    Property	9
	4.7	Receivables	10
	4.8	Intellectual
    Property	10
	4.9	Depositary
    and Other Accounts	10
	 	 	 
	Article
    V COVENANTS	10 
	5.1	Delivery
    of Instruments, Certificated Securities and Chattel Paper	10
	5.2	Maintenance
    of Perfected Security Interest; Further Documentation	11
	5.3	Changes in
    Locations, Name, etc	11
	5.4	Notices	12
	5.5	Investment
    Property	12
	5.6	Receivables	13
	5.7	Intellectual
    Property	13
	5.8	Customer
    Contracts	14
	5.9	Depositary
    and Other Deposit Accounts	15
	5.10	Other Matters	15
	 	 	 
	Article
    VI REMEDIAL PROVISIONS	17
	6.1	Certain Matters
    Relating to Receivables	17
	6.2	Communications
    with Obligors; Grantors Remain Liable	18



	6.3	Investment
    Property	18



 






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	6.4	Proceeds
    to be Turned Over to Administrative Agent	19
	6.5	Application
    of Proceeds	20
	6.6	Code and
    Other Remedies	20
	6.7	Registration
    Rights	22
	6.8	Waiver; Deficiency	23
	 	 	 
	Article
    VII THE ADMINISTRATIVE AGENT	23
	7.1	Administrative
    Agent’s Appointment as Attorney-in-Fact, etc.	23
	7.2	Duty of Administrative
    Agent	25
	7.3	Authority
    of Administrative Agent	25
	 	 	 
	Article
    VIII MISCELLANEOUS	26
	8.1	Amendments
    in Writing	26
	8.2	Notices	26
	8.3	Indemnification
    by Grantors	26
	8.4	Enforcement
    Expenses	27
	8.5	Captions	27
	8.6	Nature of
    Remedies	27
	8.7	Counterparts	27
	8.8	Severability	27
	8.9	Entire Agreement	28
	8.10	Successors;
    Assigns	28
	8.11	Governing
    Law	28
	8.12	Jurisdiction	28
	8.13	Waiver of
    Jury Trial	29
	8.14	Set-off	29
	8.15	Acknowledgements	29
	8.16	Additional
    Grantors	30
	8.17	Releases	30
	8.18	Obligations
    and Liens Absolute and Unconditional	30
	8.19	Regulatory
    Matters	31
	8.20	Reinstatement	31


 






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GUARANTY
AND COLLATERAL AGREEMENT


 


THIS GUARANTY AND COLLATERAL
AGREEMENT, dated as of November 17, 2020 (this “Agreement”), is entered into among T3 COMMUNICATIONS,
INC., a Nevada corporation (the “Company”), and each other Person signatory hereto as a Grantor (the
Company, together with any other Person that becomes a party hereto as provided herein, sometimes hereinafter are referred to individually
as each “Grantor” and collectively as the “Grantors”), in favor of POST
ROAD ADMINISTRATIVE LLC, a Delaware limited liability company (in its individual capacity, “Post Road”),
in its capacity the administrative agent for the financial institutions (the “Lenders”) from time to
time party to the Credit Agreement (as hereafter defined) (Post Road, in such capacity, together with its successors and assigns,
the “Administrative Agent”).


 


R E C I T A L S:


 


A.       The
Lenders have severally agreed to extend credit to the Company pursuant to the Credit Agreement.


 


B.       The
Company is affiliated with each other Grantor and each Grantor will derive substantial direct and indirect benefit from extensions
of credit under the Credit Agreement.


 


C.       It
is a condition precedent to each Lender’s obligation to extend credit under the Credit Agreement that the Grantors shall
have executed and delivered this Agreement to the Administrative Agent for the ratable benefit of all the Lenders.


 


NOW THEREFORE, in consideration
of the premises and to induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders
to extend credit thereunder, each Grantor hereby agrees with the Administrative Agent, for the ratable benefit of the Lenders,
as follows:


 


Article
I

DEFINITIONS.


 


1.1 Definitions
in Credit Agreement and UCC. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall
have the meanings given to them in the Credit Agreement, and the following terms are used herein as defined in the UCC: Accounts,
Certificated Security, Commercial Tort Claims, Deposit Accounts, Documents, Electronic Chattel Paper, Equipment, Farm Products,
Goods, Health Care Insurance Receivables, Instruments, Insolvency Proceeding, Inventory, Leases, Letter-of-Credit Rights, Money,
Payment Intangibles, Supporting Obligations, Tangible Chattel Paper.


 


1.2 Defined Terms.
When used herein the following terms shall have the following meanings:


 


Agreement has
the meaning set forth in the preamble hereto.


 






     


     


    

 


Chattel Paper
means all “chattel paper” as such term is defined in Section 9-102(a)(11) of the UCC and, in any event, including with
respect to any Grantor, all Electronic Chattel Paper and Tangible Chattel Paper.


 


Collateral means
(a) all of the personal property now owned or at any time hereafter acquired by any Grantor or in which any Grantor now has or
at any time in the future may acquire any right, title or interest, including all of each Grantor’s Accounts, Chattel Paper,
Commercial Tort Claims, Deposit Accounts, Documents, Equipment, Fixtures, General Intangibles, Goods, Instruments, Intellectual
Property, Inventory, Investment Property, Leases, Letter-of-Credit Rights, Money, and Supporting Obligations, (b) all books and
records pertaining to any of the foregoing, (c) all Proceeds and products of any of the foregoing, and (d) all collateral security
and guaranties given by any Person with respect to any of the foregoing; excluding, however, any Licenses issued by a State Regulatory
Authority, or any other Governmental Authority to the extent, and only to the extent, it is unlawful to grant a security interest
in such Licenses, but including, without limitation, the right to receive all proceeds derived or arising from or in connection
with the sale, assignment, transfer or transfer of control over such Licenses. Where the context requires, terms relating to the
Collateral or any part thereof, when used in relation to a Grantor, shall refer to such Grantor’s Collateral or the relevant
part thereof.


 


Company Obligations
means all Obligations of the Company.


 


Contract Rights
means all of the Grantors’ rights and remedies with respect to the Customer Contracts.


 


Copyrights means
all copyrights arising under the laws of the United States, any other country or any political subdivision thereof, whether registered
or unregistered and whether published or unpublished, including those listed on Schedule 5, all registrations and recordings
thereof, and all applications in connection therewith, including all registrations, recordings and applications in the United States
Copyright Office, and the right to obtain all renewals of any of the foregoing.


 


Copyright Licenses
means all written agreements naming any Grantor licensee, including those listed on Schedule 5, granting any right under
any Copyright, including the grant of rights to manufacture, distribute, exploit and sell materials derived from any Copyright,
other than mass market shrink wrap licenses generally available to the public.


 


Credit Agreement
means the Credit Agreement of even date herewith among the Company, the Lenders and the Administrative Agent, as amended, supplemented,
restated or otherwise modified from time to time.


 


Fixtures means
all of the following, whether now owned or hereafter acquired by a Grantor: plant fixtures; business fixtures; other fixtures and
storage facilities, wherever located; and all additions and accessories thereto and replacements therefor.


 


General Intangibles
means all “general intangibles” as such term is defined in Section 9-102(a)(42) of the UCC and, in any event, including
with respect to any Grantor, all Payment Intangibles, all contracts and Contract Rights (including all Customer Contracts), agreements,
instruments and indentures in any form, and portions thereof, to which such Grantor is a party or under which such Grantor has
any right, title or interest or to which such Grantor or any property of such Grantor is subject, as the same from time to time
may be amended, supplemented or otherwise modified, including, without limitation, (a) all rights of such Grantor to receive moneys
due and to become due to it thereunder or in connection therewith, (b) all rights of such Grantor to damages arising thereunder
and (c) all rights of such Grantor to perform and to exercise all remedies thereunder; provided, that the foregoing limitation
shall not affect, limit, restrict or impair the grant by such Grantor of a security interest pursuant to this Agreement in any
Receivable or any money or other amounts due or to become due under any such Payment Intangible, contract, agreement, instrument
or indenture.


 






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Guarantor Obligations
means, collectively, with respect to each Guarantor, all Obligations of such Guarantor.


 


Guarantors means
the collective reference to each Grantor other than the Company, if any.


 


Intellectual Property
means the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under
United States, multinational or foreign laws or otherwise, including the Copyrights, the Copyright Licenses, the Patents, the Patent
Licenses, the Trademarks and the Trademark Licenses, and all rights to sue at law or in equity for any infringement or other impairment
thereof, including the right to receive all proceeds and damages therefrom.


 


Intercompany Note
means any promissory note evidencing loans made by any Grantor to any other Grantor.


 


Investment Property
means the collective reference to (a) all “investment property” as such term is defined in Section 9-102(a)(49) of
the UCC (other than the equity interest of any foreign Subsidiary excluded from the definition of Pledged Equity), (b) all “financial
assets” as such term is defined in Section 8-102(a)(9) of the UCC, and (b) whether or not constituting “investment
property” as so defined, all Pledged Notes and all Pledged Equity.


 


Issuers means
the collective reference to each issuer of any Investment Property.


 


Licenses means
all permanent, long-term, and temporary, existing and after-acquired, authorizations, permits and licenses used in, necessary for,
or required by any Governmental Authority for, the ownership and operation by the Company and/or any Guarantor of its present and
future business, including, but not limited to, the licenses issued by a State Regulatory Authority.


 


Paid in Full
or Payment in Full means (a) the payment in full in cash and performance of all Secured Obligations, and (b) the termination
of all Commitments.


 


Patents means
(a) all letters patent of the United States, any other country or any political subdivision thereof, all reissues and extensions
thereof and all goodwill associated therewith, including any of the foregoing referred to in Schedule 5, (b) all applications
for letters patent of the United States or any other country and all divisions, continuations and continuations-in-part thereof,
including any of the foregoing referred to in Schedule 5, and (c) all rights to obtain any reissues or extensions of the
foregoing.


 






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Patent Licenses
means all agreements, whether written or oral, providing for the grant by or to any Grantor of any right to manufacture, use or
sell any invention covered in whole or in part by a Patent, including any of the foregoing referred to in Schedule 5.


 


Pledged Equity
means the equity interests listed on Schedule 1, together with any other equity interests, certificates, options or rights
of any nature whatsoever in respect of the equity interests of any Person that may be issued or granted to, or held by, any Grantor
while this Agreement is in effect.


 


Pledged Notes
means all promissory notes listed on Schedule 1, all Intercompany Notes at any time issued to any Grantor and all other
promissory notes issued to or held by any Grantor (other than (a) promissory notes issued in connection with extensions of trade
credit by any Grantor in the ordinary course of business and (b) any individual promissory note which is less than $10,000 in principal
amount, up to an aggregate of $50,000 for all such promissory notes excluded under this clause (b)).


 


Proceeds means
all “proceeds” as such term is defined in Section 9-102(a)(64) of the UCC and, in any event, shall include all dividends
or other income from the Investment Property, collections thereon or distributions or payments with respect thereto.


 


Receivable means
any right to payment for goods sold or leased or for services rendered, whether or not such right is evidenced by an Instrument
or Chattel Paper and whether or not it has been earned by performance (including any Accounts).


 


Secured Obligations
means, collectively, the Company Obligations and Guarantor Obligations.


 


Securities Act
means the Securities Act of 1933, as amended.


 


State Regulatory
Agency means any state, provincial, municipal or local Governmental Authority that exercises jurisdiction over the rates or
services or the ownership, construction or operation of any of the business of the Company.


 


State Regulatory
Authorizations mean all applications, filings, reports, documents, recordings and registrations with, and all validations,
exemptions, franchises, waivers, approvals, orders, authorizations, consents, licenses, certificates and permits from, any State
Regulatory Agency.


 


Trademarks means
(a) all trademarks, trade names, corporate names, the Company names, business names, fictitious business names, trade styles, service
marks, logos and other source or business identifiers, and all goodwill associated therewith, now existing or hereafter adopted
or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States
Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or
any political subdivision thereof, or otherwise, and all common-law rights related thereto, including any of the foregoing referred
to in Schedule 5, and (b) the right to obtain all renewals thereof.


 






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Trademark Licenses
means, collectively, each agreement, whether written or oral, providing for the grant by or to any Grantor of any right to use
any Trademark, including any of the foregoing referred to in Schedule 5.


 


UCC means the
Uniform Commercial Code as in effect on the date hereof and from time to time in the State of New York, provided
that if by reason of mandatory provisions of law, the perfection or the effect of perfection or non-perfection of the security
interests in any Collateral or the availability of any remedy hereunder is governed by the Uniform Commercial Code as in effect
on or after the date hereof in any other jurisdiction, “UCC” means the Uniform Commercial Code as in effect in such
other jurisdiction for purposes of the provisions hereof relating to such perfection or effect of perfection or non-perfection
or availability of such remedy.


 


Article
II

GUARANTY.


 


2.1 Guaranty.


 


(a) Each
of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, as a primary obligor and not only a surety, guaranties
to the Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and
assigns, the prompt and complete payment and performance by the Company when due (whether at the stated maturity, by acceleration
or otherwise) of the Company Obligations.


 


(b) Anything
herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under
the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal
and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section
2.2).


 


(c) Each
Guarantor agrees that the Secured Obligations may at any time and from time to time exceed the amount of the liability of such
Guarantor hereunder without impairing the guaranty contained in this Section 2 or affecting the rights and remedies of the
Administrative Agent or any Lender hereunder.


 


(d) The
guaranty contained in this Section 2 shall remain in full force and effect until all of the Secured Obligations shall have
been Paid in Full.


 


(e) No
payment made by the Company, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative
Agent or any Lender from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or
proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the
Secured Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which
shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Secured Obligations or
any payment received or collected from such Guarantor in respect of the Secured Obligations), remain liable for the Secured Obligations
up to the maximum liability of such Guarantor hereunder until the Secured Obligations are Paid in Full.


 






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2.2 Right of Contribution.
Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment
made hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder
which has not paid its proportionate share of such payment. Each Guarantor’s right of contribution shall be subject to the
terms and conditions of Section 2.3. The provisions of this Section 2.2 shall in no respect limit the obligations
and liabilities of any Guarantor to the Administrative Agent and the Lenders, and each Guarantor shall remain liable to the Administrative
Agent and the Lenders for the full amount guaranteed by such Guarantor hereunder.


 


2.3 No Subrogation.
Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Administrative
Agent or any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender
against the Company or any other Guarantor or any collateral security or guaranty or right of offset held by the Administrative
Agent or any Lender for the payment of the Secured Obligations, nor shall any Guarantor seek or be entitled to seek any contribution
or reimbursement from the Company or any other Guarantor in respect of payments made by such Guarantor hereunder, until all of
the Secured Obligations are Paid in Full. If any amount shall be paid to any Guarantor on account of such subrogation rights at
any time when all of the Secured Obligations shall not have been Paid in Full, such amount shall be held by such Guarantor in
trust for the Administrative Agent and the Lenders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt
by such Guarantor, be turned over to the Administrative Agent in the exact form received by such Guarantor (duly indorsed by such
Guarantor to the Administrative Agent, if required), to be applied against the Secured Obligations, whether matured or unmatured,
in such order as the Administrative Agent may determine.


 


2.4 Amendments,
etc. with respect to the Secured Obligations. Each Guarantor shall remain obligated hereunder notwithstanding that, without
any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment
of any of the Secured Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent
or such Lender and any of the Secured Obligations continued, and the Secured Obligations, or the liability of any other Person
upon or for any part thereof, or any collateral security or guaranty therefor or right of offset with respect thereto, may, from
time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released
by the Administrative Agent or any Lender, and the Credit Agreement and the other Loan Documents and any other documents executed
and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative
Agent (or the Required Lenders or all the Lenders, as the case may be) may deem advisable from time to time. Neither the Administrative
Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security
for the Secured Obligations or for the guaranty contained in this Section 2 or any property subject thereto.


 






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The Administrative Agent
or any Lender may, from time to time, at its sole discretion and without notice to any Guarantor (or any of them), take any or
all of the following actions: (a) retain or obtain a security interest in any property to secure any of the Secured Obligations
or any obligation hereunder, (b) retain or obtain the primary or secondary obligation of any obligor or obligors, in addition to
the undersigned, with respect to any of the Secured Obligations, (c) extend or renew any of the Secured Obligations, alter or exchange
any of the Secured Obligations, or release or compromise any obligation of any of the undersigned hereunder or any obligation of
any nature of any other obligor with respect to any of the Secured Obligations, (d) release any guaranty or right of offset or
its security interest in, or surrender, release or permit any substitution or exchange for, all or any part of any property securing
any of the Secured Obligations or any obligation hereunder, or extend or renew for one or more periods (whether or not longer than
the original period) or release, compromise, alter or exchange any obligations of any nature of any obligor with respect to any
such property, and (e) resort to the undersigned (or any of them) for payment of any of the Secured Obligations when due, whether
or not the Administrative Agent or such Lender shall have resorted to any property securing any of the Secured Obligations or any
obligation hereunder or shall have proceeded against any other of the undersigned or any other obligor primarily or secondarily
obligated with respect to any of the Secured Obligations.


 


2.5 Waivers.
Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Obligations and
notice of or proof of reliance by the Administrative Agent or any Lender upon the guaranty contained in this Section 2
or acceptance of the guaranty contained in this Section 2; the Secured Obligations, and any of them, shall conclusively
be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guaranty
contained in this Section 2, and all dealings between the Company and any of the Guarantors, on the one hand, and the Administrative
Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance
upon the guaranty contained in this Section 2. Each Guarantor waives (a) diligence, presentment, protest, demand for payment
and notice of default, dishonor or nonpayment and all other notices whatsoever to or upon the Company or any of the Guarantors
with respect to the Secured Obligations, (b) notice of the existence or creation or non-payment of all or any of the Secured Obligations
and (c) all diligence in collection or protection of or realization upon any Secured Obligations or any security for or guaranty
of any Secured Obligations.


 


2.6 Payments.
Each Guarantor hereby guaranties that payments hereunder will be paid to the Administrative Agent without set-off or counterclaim
in Dollars at the office of the Administrative Agent specified in the Credit Agreement.


 


Article
III

GRANT OF SECURITY INTEREST.


 


3.1 Grant.
Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the
ratable benefit of the Lenders and (to the extent provided herein) their Affiliates, a continuing security interest in all of
its Collateral, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity,
by acceleration or otherwise) of the Company Obligations or the Guarantor Obligations, as the case may be (excluding, however,
any Licenses or other permits issued by a State Regulatory Authority, or any other Governmental Authority to the extent, and only
to the extent, it is unlawful to grant a security interest in such Licenses or other permits, but including, without limitation,
the right to receive all proceeds derived or arising from or in connection with the sale, assignment, transfer or transfer of
control over such Licenses or other permits). The security interest granted herein in connection with the Licenses issued by a
State Regulatory Authority is intended to include, and hereby includes, all private (including economic) attributes of such Licenses,
as distinguished from the “public” rights to assign such Licenses which are explicitly reserved to a State Regulatory
Authority. If at any time in the future laws permit each Grantor to grant a security interest in a license, permit or authorization
issued by a State Regulatory Authority, this Agreement shall be deemed to grant a security interest in such Licenses immediately
thereupon without any further action by or notice to the Grantors or the Administrative Agent. In furtherance of the foregoing,
the Grantors agree to cooperate fully with the Administrative Agent to obtain and perfect such security interest as may be required.


 






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3.2 Collateral
Assignment of Rights under the Customer Contracts. Each Grantor hereby irrevocably authorizes and empowers the Administrative
Agent or its agents, in their sole discretion, to assert, either directly or on behalf of any Grantor, upon the occurrence of
an Event of Default that has continued beyond any applicable cure period, any claims any Grantor may from time to time have under
or pursuant to the Customer Contracts (“Payments”), and to receive and collect any damages, awards and
other monies resulting therefrom and to apply the same on account of the Secured Obligations. Upon the occurrence of an Event
of Default that has continued beyond any applicable cure period, the Administrative Agent may provide notice under any Customer
Contract that all Payments shall be made to or at the direction of the Administrative Agent for so long as such Event of Default
shall be continuing. Following the delivery of any such notice, the Administrative Agent shall promptly notify the customers under
the Customer Contract upon the termination or waiver of any such Event of Default. Each Grantor hereby irrevocably makes, constitutes
and appoints the Administrative Agent (and all officers, employees, or agents designated by the Administrative Agent) as such
Grantor’s true and lawful attorney (and agent-in-fact) for the purpose of enabling the Administrative Agent or its agents
to assert and collect such claims and to apply such monies in the manner set forth hereinabove.


 


Article
IV

REPRESENTATIONS AND WARRANTIES.


 


To induce the Administrative
Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit
to the Company thereunder, each Grantor severally and not jointly hereby represents and warrants to the Administrative Agent and
each Lender that:


 


4.1 Title; No Other
Liens. Except for Permitted Liens, the Grantors own each item of the Collateral free and clear of any and all Liens or claims
of others. No financing statement or other public notice with respect to all or any part of the Collateral is on file or of record
in any public office, except filings evidencing Permitted Liens and filings for which termination statements have been delivered
to the Administrative Agent.


 


4.2 Perfected Liens.
The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule
2 (which, in the case of all filings and other documents referred to on Schedule 2, have been or will promptly be delivered
to the Administrative Agent in completed and duly executed form) will constitute valid perfected security interests in all of
the Collateral in favor of the Administrative Agent, for the ratable benefit of the Lenders, as collateral security for each Grantor’s
Obligations, enforceable in accordance with the terms hereof against all creditors of each Grantor and any Persons purporting
to purchase any Collateral from each Grantor and (b) are prior to all other Liens on the Collateral in existence on the date hereof
except for Permitted Liens for which priority is accorded under applicable law. The filings and other actions specified on Schedule
2 constitute all of the filings and other actions necessary to perfect all security interests granted hereunder.


 






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4.3 Grantor Information.
On the date hereof, Schedule 3 sets forth (a) each Grantor’s jurisdiction of organization, (b) the location of each
Grantor’s chief executive office, (c) each Grantor’s exact legal name as it appears on its organizational documents
and (d) each Grantor’s organizational identification number (to the extent a Grantor is organized in a jurisdiction which
assigns such numbers) and federal employer identification number.


 


4.4 Collateral
Locations. On the date hereof, Schedule 4 sets forth (a) each place of business of each Grantor (including its chief
executive office), (b) all locations where all Inventory and the Equipment owned by each Grantor is kept, except customer premise
equipment and with respect to Inventory and Equipment with a fair market value of less than $5,000 which may be located at other
locations and (c) whether each such Collateral location and place of business (including each Grantor’s chief executive
office) is owned or leased (and if leased, specifies the complete name and notice address of each lessor). No Collateral is located
outside the United States or in the possession of any lessor, bailee, warehouseman or consignee, except as indicated on Schedule
4.


 


4.5 Certain Property.
None of the Collateral constitutes, or is the Proceeds of, (a) Farm Products, (b) Health Care Insurance Receivables or (c) vessels,
aircraft or any other property subject to any certificate of title or other registration statute of the United States, any State
or other jurisdiction, except for personal vehicles owned by the Grantors and used by employees of the Grantors in the ordinary
course of business with an aggregate fair market value of less than $50,000.


 


4.6 Investment
Property.


 


(a) The
Pledged Equity pledged by each Grantor hereunder constitute all the issued and outstanding equity interests of each Issuer owned
by such Grantor.


 


(b) All
of the Pledged Equity has been duly and validly issued and is fully paid and nonassessable.


 


(c) Each
of the Pledged Notes constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance
with its terms (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar
laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding
in equity or at law) and an implied covenant of good faith and fair dealing).


 


(d) Schedule
1 lists all Investment Property owned by each Grantor. Each Grantor is the record and beneficial owner of, and has good and
marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims
of, any other Person, except Permitted Liens.


 






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4.7 Receivables.


 


(a) No
material amounts payable to such Grantor under or in connection with any Receivable is evidenced by any Instrument or Chattel Paper
which has not been delivered to the Administrative Agent.


 


(b) No
obligor on any Receivable is a Governmental Authority.


 


(c) The
amounts represented by such Grantor to the Lenders from time to time as owing to such Grantor in respect of the Receivables (to
the extent such representations are required by any of the Loan Documents) will at all such times be accurate.


 


4.8 Intellectual
Property.


 


(a) Schedule
5 lists all Intellectual Property owned by such Grantor in its own name on the date hereof.


 


(b) On
the date hereof, all material Intellectual Property owned by any Guarantor is valid, subsisting, unexpired and enforceable and
has not been abandoned.


 


(c) Except
as set forth in Schedule 5, none of the material Intellectual Property is the subject of any licensing or franchise agreement
pursuant to which such Grantor is the licensor or franchisor.


 


(d) Each
Grantor owns and possesses or has a license or other right to use all Intellectual Property as is necessary for the conduct of
the businesses of such Grantor, without any infringement upon rights of others which could reasonably be expected to have a Material
Adverse Effect.


 


4.9 Depositary
and Other Accounts. All depositary and other accounts maintained by each Grantor are described on Schedule 6 hereto,
which description includes for each such account the name of the Grantor maintaining such account, the name, address, telephone
and fax numbers of the financial institution at which such account is maintained, the account number and the account officer,
if any, of such account.


 






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Article
V

COVENANTS.


 


Each Grantor covenants
and agrees with the Administrative Agent and the Lenders that, from and after the date of this Agreement until the Secured Obligations
shall have been Paid in Full:



 


5.1 Delivery of
Instruments, Certificated Securities and Chattel Paper. If any amount payable under or in connection with any of the Collateral
in excess of $50,000 in the aggregate for all Grantors shall be or become evidenced by any Instrument, Certificated Security or
Chattel Paper, such Instrument, Certificated Security or Chattel Paper shall be immediately delivered to the Administrative Agent,
duly indorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Agreement. In the
event that an Unmatured Event of Default or Event of Default shall have occurred and be continuing, upon the request of the Administrative
Agent, any Instrument, Certificated Security or Chattel Paper not theretofore delivered to the Administrative Agent and at such
time being held by any Grantor shall be immediately delivered to the Administrative Agent, duly indorsed in a manner satisfactory
to the Administrative Agent, to be held as Collateral pursuant to this Agreement.


 


5.2 Maintenance
of Perfected Security Interest; Further Documentation.


 


(a) Such
Grantor shall defend the security interest created by this Agreement against the claims and demands of all Persons whomsoever.


 


(b) Such
Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying
and describing the assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent
may reasonably request, all in reasonable detail.


 


(c) At
any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor,
such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such
further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits
of this Agreement and of the rights and powers herein granted, including (i) filing any financing or continuation statements under
the UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) in
the case of Investment Property and any other relevant Collateral, taking any actions necessary to enable the Administrative Agent
to obtain “control” (within the meaning of the applicable UCC) with respect thereto.


 


5.3 Changes in
Locations, Name, etc. Such Grantor shall not, except upon 30 days’ prior written notice to the Administrative Agent
and delivery to the Administrative Agent of (a) all additional financing statements and other documents reasonably requested by
the Administrative Agent as to the validity, perfection and priority of the security interests provided for herein and (b) if
applicable, a written supplement to Schedule 4 showing any additional location at which Inventory or Equipment shall be
kept:


 


(i) other
than customer premise equipment, permit any of the Inventory or Equipment to be kept at a location other than those listed on Schedule
4; provided, that up to $50,000 in fair market value of any such Inventory and Equipment may be kept at other locations;


 


(ii) change
its jurisdiction of organization or the location of its chief executive office from that specified on Schedule 3 or in any
subsequent notice delivered pursuant to this Section 5.3; or


 


(iii) change
its name, identity or corporate structure.


 






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5.4 Notices.
Such Grantor will advise the Administrative Agent and the Lenders promptly, in reasonable detail, of:


 


(a) any
Lien (other than Permitted Liens) on any of the Collateral which would adversely affect the ability of the Administrative Agent
to exercise any of its remedies hereunder; and


 


(b) the
occurrence of any other event which could reasonably be expected to have a material adverse effect on the aggregate value of the
Collateral or on the Liens created hereby.


 


5.5 Investment
Property.


 


(a) If
such Grantor shall become entitled to receive or shall receive any certificate, option or rights in respect of the equity interests
of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any of the Pledged Equity, or
otherwise in respect thereof, such Grantor shall accept the same as the agent of the Administrative Agent and the Lenders, hold
the same in trust for the Administrative Agent and the Lenders and deliver the same forthwith to the Administrative Agent in the
exact form received, duly indorsed by such Grantor to the Administrative Agent, if required, together with an undated instrument
of transfer covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests,
signature guarantied, to be held by the Administrative Agent, subject to the terms hereof, as additional Collateral for the Secured
Obligations. Upon the occurrence of an Event of Default that has continued beyond any applicable cure period, (i) any sums paid
upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Administrative
Agent to be held by it hereunder as additional Collateral for the Secured Obligations, and (ii) in case any distribution of capital
shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment
Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof,
the property so distributed shall, unless otherwise subject to a perfected Lien in favor of the Administrative Agent, be delivered
to the Administrative Agent to be held by it hereunder as additional Collateral for the Secured Obligations. Upon the occurrence
of an Event of Default that has continued beyond any applicable cure period, if any sums of money or property so paid or distributed
in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid
or delivered to the Administrative Agent, hold such money or property in trust for the Lenders, segregated from other funds of
such Grantor, as additional Collateral for the Secured Obligations.


 


(b) Without
the prior written consent of the Administrative Agent, such Grantor will not (i) vote to enable, or take any other action to permit,
any Issuer to issue any equity interests of any nature or to issue any other securities or interests convertible into or granting
the right to purchase or exchange for any equity interests of any nature of any Issuer, except, in each case, as permitted by the
Credit Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment
Property or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement) other than, with respect
to Investment Property not constituting Pledged Equity or Pledged Notes, any such action which is not prohibited by the Credit
Agreement, (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any
of the Investment Property or Proceeds thereof, or any interest therein, except for Permitted Liens, or (iv) enter into any agreement
or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of
the Investment Property or Proceeds thereof.


 






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(c) In
the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating
to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will
notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 5.5(a) with
respect to the Investment Property issued by it and (iii) the terms of Sections 6.3(c) and 6.7 shall apply to such
Grantor with respect to all actions that may be required of it pursuant to Section 6.3(c) or 6.7 regarding the Investment
Property issued by it.


 


5.6 Receivables.


 


(a) Other
than in the ordinary course of business consistent with its past practice and in non-material amounts, such Grantor will not, without
the prior written consent of the Administrative Agent (i) grant any extension of the time of payment of any Receivable, (ii) compromise
or settle any Receivable for less than the full amount thereof, (iii) release, wholly or partially, any Person liable for the payment
of any Receivable, (iv) allow any credit or discount whatsoever on any Receivable or (v) amend, supplement or modify any Receivable
in any manner that could adversely affect the value thereof.


 


(b) Such
Grantor will deliver to the Administrative Agent a copy of each material demand, notice or document received by it that questions
or calls into doubt the validity or enforceability of more than 5% of the aggregate amount of the then outstanding Receivables
for all Grantors.


 


5.7 Intellectual
Property.


 


(a) Such
Grantor (either itself or through licensees) will (i) continue to use each Trademark material to its business in order to maintain
such Trademark in full force free from any claim of abandonment for non-use, (ii) maintain as in the past the quality of products
and services offered under such Trademark, (iii) use such Trademark with the appropriate notice of registration and all other notices
and legends required by applicable law, (iv) not adopt or use any mark which is confusingly similar or a colorable imitation of
such Trademark unless the Administrative Agent, for the ratable benefit of the Lenders, shall obtain a perfected security interest
in such mark pursuant to this Agreement, and (v) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly
omit to do any act whereby such Trademark may become invalidated or impaired in any way.


 


(b) Such
Grantor will not do any act, or omit to do any act, whereby any Patent material to its business may become forfeited, abandoned
or dedicated to the public.


 


(c) Such
Grantor (i) will employ each Copyright material to its business and (ii) will not (and will not permit any licensee or sublicensee
thereof to) do any act or knowingly omit to do any act whereby any material portion of such Copyrights may become invalidated or
otherwise impaired. Such Grantor will not do any act whereby any material portion of such Copyrights may fall into the public domain.


 






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(d) Such
Grantor will not do any act that knowingly uses any Intellectual Property material to its business to infringe the intellectual
property rights of any other Person.


 


(e) Such
Grantor will notify the Administrative Agent and the Lenders immediately if it knows, or has reason to know, that any application
or registration relating to any material Intellectual Property may become forfeited, abandoned or dedicated to the public, or of
any adverse determination or development (including the institution of, or any such determination or development in, any proceeding
in the United States Patent and Trademark Office, the United States Copyright Office or any court or tribunal in any country) regarding,
such Grantor’s ownership of, or the validity of, any material Intellectual Property or such Grantor’s right to register
the same or to own and maintain the same.


 


(f) Whenever
such Grantor, either by itself or through any agent, employee, licensee or designee, shall file an application for the registration
of any Intellectual Property with the United States Patent and Trademark Office, the United States Copyright Office or any similar
office or agency in any other country or any political subdivision thereof, such Grantor shall report such filing to the Administrative
Agent concurrently with the next delivery of financial statements of the Company pursuant to Section 10.1 of the Credit
Agreement. Upon the request of the Administrative Agent, such Grantor shall execute and deliver, and have recorded, any and all
agreements, instruments, documents, and papers as the Administrative Agent may request to evidence the Administrative Agent’s
and the Lenders’ security interest in any Copyright, Patent or Trademark and the goodwill and general intangibles of such
Grantor relating thereto or represented thereby.


 


(g) Such
Grantor will take all reasonable and necessary steps to maintain and pursue each application (and to obtain the relevant registration)
and to maintain each registration of all material Intellectual Property owned by it.


 


(h) In
the event that any material Intellectual Property is infringed upon or misappropriated or diluted by a third party, such Grantor
shall (i) take such actions as such Grantor shall reasonably deem appropriate under the circumstances to protect such Intellectual
Property and (ii) if such Intellectual Property is of material economic value, promptly notify the Administrative Agent after it
learns thereof and, to the extent, in its reasonable judgment, such Grantor determines it appropriate under the circumstances,
sue for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages
for such infringement, misappropriation or dilution.


 


5.8 Customer Contracts.


 


(a) Each
Grantor shall keep the Administrative Agent informed of all circumstances bearing upon any potential claim under or with respect
to the Customer Contracts and such Grantor shall not, without the prior written consent of the Administrative Agent, (i) waive
any of its rights or remedies under any Customer Contract in excess of $50,000, (ii) settle, compromise or offset any amount payable
by the sellers to such Grantor under any Customer Contract in excess of $50,000 or (iii) amend or otherwise modify any Customer
Contract in any manner which is adverse to the interests of the Administrative Agent or any Lender.


 






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(b) Each
Grantor shall perform and observe all the terms and conditions of each Customer Contract to be performed by it, maintain each Customer
Contract in full force and effect, enforce each Customer Contract in accordance with its terms and take all such action to such
end as may from time to time be reasonably requested by the Administrative Agent.


 


(c) Anything
herein to the contrary notwithstanding, (i) each applicable Grantor shall remain liable under each Customer Contract to the extent
set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been
executed, (ii) the exercise by the Administrative Agent of any of its rights hereunder shall not release any Grantor from any of
its duties or obligations under any Customer Contract, and (iii) neither the Administrative Agent nor any other Lender shall have
any obligation or liability under any Customer Contract by reason of this Agreement, nor shall the Administrative Agent or any
other Lender be obligated to perform any of the obligations or duties of any Grantor thereunder or to take any action to collect
or enforce any claim for payment assigned hereunder.


 


5.9 Depositary
and Other Deposit Accounts. No Grantor shall open any depositary or other deposit accounts unless such Grantor shall have
given the Administrative Agent 10 days’ prior written notice of its intention to open any such new deposit accounts. The
Grantors shall deliver to the Administrative Agent a revised version of Schedule 6 showing any changes thereto within five
(5) Business Days of any such change. Each Grantor hereby authorizes the financial institutions at which such Grantor maintains
a deposit account to provide the Administrative Agent with such information with respect to such deposit account as the Administrative
Agent may from time to time reasonably request, and each Grantor hereby consents to such information being provided to the Administrative
Agent. Each Grantor will cause each financial institution at which such Grantor maintains a depositary or other deposit account
to enter into a bank agency or other similar agreement with the Administrative Agent and such Grantor, in form and substance satisfactory
to the Administrative Agent, in order to give the Administrative Agent “control” (as defined in the UCC) of such account.


 


5.10 Other Matters.


 


(a) On
or prior to the Closing Date, each of the Grantors shall cause to be delivered to the Administrative Agent a Collateral Access
Agreement with respect to (a) each bailee with which such Grantor keeps Inventory or other assets as of the Closing Date with a
fair market value in excess of $25,000 and (b) each landlord which leases real property (and the accompanying facilities) to any
of the Grantors as of the Closing Date. Such requirement may be extended or waived at the option of the Administrative Agent. If
any Grantor shall cause to be delivered Inventory or other property in excess of $25,000 in fair market value to any bailee after
the Closing Date, such Grantor shall use reasonable efforts to cause such bailee to sign a Collateral Access Agreement. Such requirement
may be waived at the option of the Administrative Agent. If any Grantor shall lease any real property or facilities and the value
of property of such Grantor located at such leased real property is in excess of $25,000 in fair market value after the Closing
Date, such Grantor shall cause the landlord in respect of such leased property or facilities to sign a Landlord Agreement. Such
requirement may be waived at the option of the Administrative Agent.


 






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(b) Each
Grantor authorizes the Administrative Agent to, at any time and from time to time, file financing statements, continuation statements,
and amendments thereto that describe the Collateral as “all assets” of each Grantor, or words of similar effect, and
which contain any other information required pursuant to the UCC for the sufficiency of filing office acceptance of any financing
statement, continuation statement, or amendment, and each Grantor agrees to furnish any such information to the Administrative
Agent promptly upon request. Any such financing statement, continuation statement, or amendment may be signed by the Administrative
Agent on behalf of any Grantor and may be filed at any time in any jurisdiction.


 


(c) Each
Grantor shall, at any time and from time and to time, take such steps as the Administrative Agent may reasonably request for the
Administrative Agent (i) to obtain an acknowledgement, in form and substance reasonably satisfactory to the Administrative Agent,
of any bailee having possession of any of the Collateral, stating that the bailee holds such Collateral for the Administrative
Agent, (ii) to obtain “control” of any letter-of-credit rights, or electronic chattel paper (as such terms are defined
by the UCC with corresponding provisions thereof defining what constitutes “control” for such items of Collateral),
with any agreements establishing control to be in form and substance reasonably satisfactory to the Administrative Agent, and (iii)
otherwise to insure the continued perfection and priority of the Administrative Agent’s security interest in any of the Collateral
and of the preservation of its rights therein. If any Grantor shall at any time, acquire a “commercial tort claim”
(as such term is defined in the UCC) in excess of $25,000, such Grantor shall promptly notify the Administrative Agent thereof
in writing and supplement Schedule 7, therein providing a reasonable description and summary thereof, and upon delivery
thereof to the Administrative Agent, such Grantor shall be deemed to thereby grant to the Administrative Agent (and such Grantor
hereby grants to the Administrative Agent) a security interest and lien in and to such commercial tort claim and all proceeds thereof,
all upon the terms of and governed by this Agreement.


 


Without limiting the
generality of the foregoing, if any Grantor at any time holds or acquires an interest in any electronic chattel paper or any “transferable
record”, as that term is defined in Section 201 of the federal Electronic Signatures in Global and National Commerce Act,
or in §16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, such Grantor shall promptly
notify the Administrative Agent thereof and, at the request of the Administrative Agent, shall take such action as the Administrative
Agent may reasonably request to vest in the Administrative Agent “control” under Section 9-105 of the UCC of such electronic
chattel paper or control under Section 201 of the federal Electronic Signatures in Global and National Commerce Act or, as the
case may be, §16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record.


 






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Article
VI

REMEDIAL PROVISIONS.


 


6.1 Certain Matters
Relating to Receivables.


 


(a) At
any time and from time to time upon the occurrence of an Event of Default that has continued beyond any applicable cure period,
the Administrative Agent shall have the right to make test verifications of the Receivables in any manner and through any medium
that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative
Agent may require in connection with such test verifications. At any time and from time to time upon the occurrence of an Event
of Default that has continued beyond any applicable cure period, upon the Administrative Agent’s request and at the expense
of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent
to furnish to the Administrative Agent reports showing reconciliations, agings and test verifications of, and trial balances for,
the Receivables.


 


(b) The
Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, and the Administrative Agent may
curtail or terminate such authority at any time upon the occurrence of an Event of Default that has continued beyond any applicable
cure period. If required by the Administrative Agent at any time upon the occurrence of an Event of Default that has continued
beyond any applicable cure period, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in
any event, within 2 Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative
Agent if required, in a collateral account maintained under the sole dominion and control of the Administrative Agent, subject
to withdrawal by the Administrative Agent for the account of the Lenders only as provided in Section 6.5, and (ii) until
so turned over, shall be held by such Grantor in trust for the Administrative Agent and the Lenders, segregated from other funds
of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail
the nature and source of the payments included in the deposit.


 


(c) At
any time and from time to time upon the occurrence of an Event of Default that has continued beyond any applicable cure period,
at the Administrative Agent’s request, each Grantor shall deliver to the Administrative Agent all original and other documents
evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including all original orders,
invoices and shipping receipts.


 


(d) Each
Grantor hereby irrevocably authorizes and empowers the Administrative Agent, in the Administrative Agent’s sole discretion,
at any time upon the occurrence of an Event of Default that has continued beyond any applicable cure period, to assert, either
directly or on behalf of such Grantor, any claim such Grantor may from time to time have against the sellers under or with respect
to the Customer Contracts and to receive and collect any and all damages, awards and other monies resulting therefrom and to apply
the same to the Obligations. Each Grantor hereby irrevocably makes, constitutes and appoints the Administrative Agent as its true
and lawful attorney in fact for the purpose of enabling the Administrative Agent to assert and collect such claims and to apply
such monies in the manner set forth above, which appointment, being coupled with an interest, is irrevocable.


 






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6.2 Communications
with Obligors; Grantors Remain Liable.


 


(a) The
Administrative Agent in its own name may at any time upon the occurrence of an Event of Default that has continued beyond any applicable
cure period, communicate with obligors under the Receivables to verify with them to the Administrative Agent’s satisfaction
the existence, amount and terms of any Receivables.


 


(b) Upon
the request of the Administrative Agent at any time upon the occurrence of an Event of Default that has continued beyond any applicable
cure period, each Grantor shall notify obligors on the Receivables that the Receivables have been assigned to the Administrative
Agent for the ratable benefit of the Lenders and that payments in respect thereof shall be made directly to the Administrative
Agent.


 


(c) Anything
herein to the contrary notwithstanding, each Grantor shall remain liable in respect of each of the Receivables to observe and perform
all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement
giving rise thereto. Neither the Administrative Agent nor any Lender shall have any obligation or liability under any Receivable
(or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Administrative Agent
or any Lender of any payment relating thereto, nor shall the Administrative Agent or any Lender be obligated in any manner to perform
any of the obligations of any Grantor under or pursuant to any Receivable (or any agreement giving rise thereto), to make any payment,
to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance
by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment
of any amounts which may have been assigned to it or to which it may be entitled at any time or times.


 


(d) For
the purpose of enabling the Administrative Agent to exercise rights and remedies under this Agreement, each Grantor hereby grants
to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, nonexclusive license (exercisable without
payment of royalty or other compensation to such Grantor) to use, license or sublicense any Intellectual Property now owned or
hereafter acquired by such Grantor, and wherever the same may be located, and including in such license access to all media in
which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or
printout thereof. Guarantor hereby agrees that any licenses granted pursuant to this Section 6.2(d) shall not be revoked
by Guarantor until such time as this Agreement is terminated and the security interests created hereby are released.


 


6.3 Investment
Property.


 


(a) Unless
an Event of Default shall be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative
Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to
receive all cash dividends and distributions paid in respect of the Pledged Equity and all payments made in respect of the Pledged
Notes, to the extent permitted in the Credit Agreement, and to exercise all voting and other rights with respect to the Investment
Property; provided, that no vote shall be cast or other right exercised or action taken which could impair the Collateral
or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any
other Loan Document.


 






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(b) If
upon the occurrence of an Event of Default that has continued beyond any applicable cure period, Administrative Agent shall give
notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right
to receive any and all cash dividends and distributions, payments or other Proceeds paid in respect of the Investment Property
and make application thereof to the Obligations in such order as the Administrative Agent may determine, and (ii) any or all of
the Investment Property shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent
or its nominee may thereafter exercise (x) all voting and other rights pertaining to such Investment Property at any meeting of
holders of the equity interests of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange
and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute
owner thereof (including the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation,
reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise
by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Investment Property, and in connection
therewith, the right to deposit and deliver any and all of the Investment Property with any committee, depositary, transfer agent,
registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability
except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise
any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.


 


(c) Each
Grantor hereby authorizes and instructs each Issuer of any Investment Property pledged by such Grantor hereunder to (i) comply
with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default is continuing
and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor,
and each Grantor agrees that each Issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted
hereby, pay any dividends, distributions or other payments with respect to the Investment Property directly to the Administrative
Agent.


 


6.4 Proceeds to
be Turned Over to Administrative Agent. In addition to the rights of the Administrative Agent and the Lenders specified in
Section 6.1 with respect to payments of Receivables, if an Event of Default shall be continuing, all Proceeds received
by any Grantor consisting of cash, checks and other cash equivalent items shall be held by such Grantor in trust for the Administrative
Agent and the Lenders, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned
over to the Administrative Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Administrative
Agent, if required). All Proceeds received by the Administrative Agent hereunder shall be held by the Administrative Agent in
a collateral account maintained under its sole dominion and control. All Proceeds, while held by the Administrative Agent in any
collateral account (or by such Grantor in trust for the Administrative Agent and the Lenders) established pursuant hereto, shall
continue to be held as collateral security for the Secured Obligations and shall not constitute payment thereof until applied
as provided in Section 6.5.


 






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6.5 Application
of Proceeds. At such intervals as may be agreed upon by the Company and the Administrative Agent, or, upon the occurrence
of an Event of Default that has continued beyond any applicable cure period, at any time at the Administrative Agent’s election,
the Administrative Agent may apply all or any part of Proceeds from the sale of, or other realization upon, all or any part of
the Collateral in payment of the Secured Obligations in such order as the Administrative Agent shall determine in its discretion.
Any part of such funds which the Administrative Agent elects not so to apply and deems not required as collateral security for
the Secured Obligations shall be paid over from time to time by the Administrative Agent to the applicable Grantor or to whomsoever
may be lawfully entitled to receive the same. Any balance of such Proceeds remaining after the Secured Obligations shall have
been Paid in Full shall be paid over to the applicable Grantor or to whomsoever may be lawfully entitled to receive the same.
In the absence of a specific determination by the Administrative Agent, the Proceeds from the sale of, or other realization upon,
all or any part of the Collateral in payment of the Secured Obligations shall be applied in the following order:


 


FIRST, to the payment
of all fees, costs, expenses and indemnities of the Administrative Agent (in its capacity as such), including Attorney Costs, and
any other Secured Obligations owing to the Administrative Agent in respect of sums advanced by the Administrative Agent to preserve
the Collateral or to preserve its security interest in the Collateral, until paid in full;


 


SECOND, to the payment
of all fees, costs, expenses and indemnities of the Lenders, pro-rata, until paid in full;


 


THIRD, to the payment
of all of the Secured Obligations consisting of accrued and unpaid interest owing to any Lender, pro-rata, until paid in full;


 


FOURTH, to the payment
of all Secured Obligations consisting of principal owing to any Lender, pro-rata, until paid in full;


 


FIFTH, to the payment
of all other Secured Obligations owing to each Lender, pro-rata, until paid in full; and


 


SIXTH, to the payment
of any remaining Proceeds, if any, to whomever may be lawfully entitled to receive such amounts.


 


6.6 Code and Other
Remedies.


 


(a) If
an Event of Default shall be continuing, the Administrative Agent, on behalf of the Lenders, may exercise, in addition to all other
rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating
to the Secured Obligations, all rights and remedies of a secured party under the UCC or any other applicable law. Without limiting
the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest,
advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person
(all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect,
receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give options
to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in
one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent
or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for
cash or on credit or for future delivery with assumption of any credit risk. The Administrative Agent or any Lender shall have
the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase
the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity
is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral
and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at
such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant
to this Section 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or
incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative
Agent and the Lenders hereunder, including Attorney Costs to the payment in whole or in part of the Secured Obligations, in such
order as the Administrative Agent may elect, and only after such application and after the payment by the Administrative Agent
of any other amount required by any provision of law, need the Administrative Agent account for the surplus, if any, to any Grantor.
To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative
Agent or any Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition
of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such
sale or other disposition.


 






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(b) To
the extent that applicable law imposes duties on the Administrative Agent to exercise remedies in a commercially reasonable manner,
the each Grantor acknowledges and agrees that it is not commercially unreasonable for the Administrative Agent (a) to fail to incur
expenses reasonably deemed significant by the Administrative Agent to prepare Collateral for disposition or otherwise to fail to
complete raw material or work in process into finished goods or other finished products for disposition, (b) to fail to obtain
third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain
governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail
to exercise collection remedies against account debtors or other persons obligated on Collateral or to fail to remove liens or
encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against account debtors and other
persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise
dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized
nature, (f) to contact other persons, whether or not in the same business as the applicable Grantor, for expressions of interest
in acquiring all or any portion of the Collateral, (g) to hire one or more professional brokers or auctioneers to assist in the
disposition of Collateral, whether or not the collateral is of a specialized nature, (h) to dispose of Collateral by utilizing
Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability
of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j)
to disclaim disposition warranties, (k) to purchase insurance or credit enhancements to insure the Administrative Agent against
risks of loss, collection or disposition of Collateral or to provide to the Administrative Agent a guaranteed return from the collection
or disposition of Collateral, or (l) to the extent deemed appropriate by the Administrative Agent, to obtain the services of other
brokers, investment bankers, consultants and other professionals to assist the Administrative Agent in the collection or disposition
of any of the Collateral. Each Grantor acknowledges that the purpose of this Section 6.6(b) is to provide non-exhaustive
indications of what actions or omissions by the Administrative Agent would fulfill the Administrative Agent’s duties under
the UCC or other law of the State of New York or any other relevant jurisdiction in the Administrative Agent’s exercise of
remedies against the Collateral and that other actions or omissions by the Administrative Agent shall not be deemed to fail to
fulfill such duties solely on account of not being indicated in this Section 6.6(b). Without limitation upon the foregoing,
nothing contained in this Section 6.6(b) shall be construed to grant any rights to any Grantor or to impose any duties on
the Administrative Agent that would not have been granted or imposed by this Agreement or by applicable law in the absence of this
Section 6.6(b).


 


(c) If
an Event of Default shall have occurred and be continuing, the Grantor shall take any action that the Administrative Agent may
request in order to enable the Administrative Agent or its nominee or designee, any receiver, trustee or similar official or any
purchaser of all or any part of the Collateral to obtain and enjoy the full rights and benefits granted to the Administrative Agent
hereunder, including, without limitation, all rights necessary or desirable to obtain, use, sell, assign or otherwise transfer
control of the Licenses of the Grantor. Without limiting the generality of the foregoing, upon the occurrence and continuation
of any Event of Default, at the request of the Administrative Agent and at the Grantor’s sole cost and expense, the Grantor
shall (i) assist the Administrative Agent in obtaining any required a State Regulatory Authority approval for any action or transaction
contemplated hereby, including preparing, signing and filing with a State Regulatory Authority, and/or any other Governmental Authority
the assignor’s or transferor’s portion of any application or applications for consent to the assignment of license
or transfer of control over any of the Grantor’s Licenses necessary or appropriate under the applicable laws for approval
of any sale, assignment or transfer to Agent or any other Person of any or all Collateral and the Licenses of the Grantor and (ii)
execute all applications and other documents and take all other actions reasonably requested by the Administrative Agent to enable
the Administrative Agent, its nominee or designee, any receiver, trustee or similar official or any purchaser of all or any part
of the Collateral to obtain from a State Regulatory Authority, or any other Person any required authority necessary to operate
the business of the Grantor.


 


(d) Each
Grantor acknowledges that, except for non-material Licenses, each License is integral to the Administrative Agent’s realization
of the value of all of the Collateral, that the Licenses of the Grantors are unique assets, that there is no adequate remedy at
law for failure by the Grantors to comply with the provisions of Section 6.6(b) and that such failure would not be adequately
compensable in monetary damages; therefore, each Grantor agrees that, in addition to all other remedies available at law or in
equity, the Administrative Agent shall be entitled to obtain decree(s) of specific performance entitling it to temporary restraining
order(s), preliminary injunction(s), or permanent injunction(s) to enforce specifically and require specific performance of the
provisions of Section 6.6(c). Each Grantor agrees that notice shall be adequate for the entry of a decree of specific performance
with respect to any such matter (i) in the case of a temporary restraining order, upon twenty-four (24) hours’ prior notice
of the hearing thereof and (ii) in the case of any other proceeding, upon three (3) days’ prior notice of the hearing thereof,
and hereby waives all requirements and demands that the Administrative Agent give any greater notice of such hearings or post a
bond or other surety arrangement in connection with the issuance of such decree.


 






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(e) Without
limiting and in addition to any other rights, options and remedies the Administrative Agent has under the Loan Documents, the UCC,
at law or in equity, upon the occurrence and continuation of an Event of Default, the Administrative Agent shall have the right
to apply for and have a receiver appointed by a court of competent jurisdiction in any action taken by the Administrative Agent
and/or Lenders to enforce its rights and remedies in order to manage, protect and preserve the Collateral, to sell or dispose of
the Collateral and the Licenses of any Grantor and continue the operation of the business of such Grantor and to collect all revenues
and profits thereof, including the payment of all expenses and other charges of such receivership and the compensation of the receiver
until a sale or other disposition of such Collateral shall be finally made and consummated. Each Grantor hereby irrevocably consents
to and waives any right to object to or otherwise contest the appointment of a receiver as provided above. Each Grantor (i) grants
such waiver and consent knowingly after having discussed the implications thereof with counsel, (ii) acknowledges that (A) the
uncontested right to have a receiver appointed for the foregoing purposes is considered essential by the Administrative Agent in
connection with the enforcement of its rights and remedies hereunder and under the other Loan Documents and (B) the availability
of such appointment as a remedy under the foregoing circumstances was a material factor in inducing the Lenders to make the Loan,
and (iii) agrees to enter into any and all stipulations in any legal actions, or agreements or other instruments required or reasonably
appropriate in connection with the foregoing, and to cooperate fully with the Administrative Agent in connection with the assumption
and exercise of control by any receiver over all or any portion of the Collateral and the Licenses of such Grantor.


 


(f) Each
Grantor agrees that the proceeds of the sale of any of the Licenses of such Grantor is included in the value of the Collateral.
No Grantor shall assert or allege that the value of the proceeds of the sale of any of the Licenses of such Grantor is not included
in determining the value of the Collateral in any insolvency, bankruptcy, receivership, custodianship, liquidation, reorganization,
assignment for the benefit of creditors or other similar proceeding.


 


6.7 Registration
Rights.


 


(a) If
the Administrative Agent shall determine to exercise its right to sell any or all of the Pledged Equity pursuant to Section
6.6, and if in the opinion of the Administrative Agent it is necessary or advisable to have the Pledged Equity, or that portion
thereof to be sold, registered under the provisions of the Securities Act, the relevant Grantor will cause the Issuer thereof to
(i) execute and deliver, and cause the directors and officers of such Issuer to execute and deliver, all such instruments and documents,
and do or cause to be done all such other acts as may be, in the opinion of the Administrative Agent, necessary or advisable to
register the Pledged Equity, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) use its best
efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year
from the date of the first public offering of the Pledged Equity, or that portion thereof to be sold, and (iii) make all amendments
thereto and/or to the related prospectus which, in the opinion of the Administrative Agent, are necessary or advisable, all in
conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission
applicable thereto. Each Grantor agrees to cause such Issuer to comply with the provisions of the securities or “Blue Sky”
laws of any and all jurisdictions which the Administrative Agent shall designate and to make available to its security holders,
as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of
the Securities Act.


 






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(b) Each
Grantor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged Equity, by reason
of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled
to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other
things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof.
Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such
sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been
made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged
Equity for the period of time necessary to permit the Issuer thereof to register such securities or other interests for public
sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so.


 


(c) Each
Grantor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales
of all or any portion of the Pledged Equity pursuant to this Section 6.7 valid and binding and in compliance with applicable
law. Each Grantor further agrees that a breach of any of the covenants contained in this Section 6.7 will cause irreparable
injury to the Administrative Agent and the Lenders, that the Administrative Agent and the Lenders have no adequate remedy at law
in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.7 shall be specifically
enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any defenses against an action for specific
performance of such covenants except for a defense that no Event of Default is continuing under the Credit Agreement.


 


6.8 Waiver; Deficiency.
Each Grantor waives and agrees not to assert any rights or privileges which it may acquire under Section 9-626 of the UCC. Each
Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient
to pay the Secured Obligations in full and the fees and disbursements of any attorneys employed by the Administrative Agent or
any Lender to collect such deficiency.


 


Article
VII

THE ADMINISTRATIVE AGENT.


 


7.1 Administrative
Agent’s Appointment as Attorney-in-Fact, etc.


 


(a) Each
Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent thereof, with full power
of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such
Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, and for
so long as this Agreement is in effect, to take any and all appropriate action and to execute any and all documents and instruments
which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing,
each Grantor hereby gives the Administrative Agent the power and right, on behalf of and at the expense of such Grantor, without
notice to or assent by such Grantor, to do any or all of the following:


 


(i) in
the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances
or other instruments for the payment of moneys due under any Receivable or with respect to any other Collateral and file any claim
or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent
for the purpose of collecting any and all such moneys due under any Receivable or with respect to any other Collateral whenever
payable;


 






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(ii) in
the case of any Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments, documents and
papers as the Administrative Agent may request to evidence the Administrative Agent’s security interest in such Intellectual
Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby;


 


(iii) discharge
Liens levied or placed on or threatened against the Collateral, and effect any repairs or insurance called for by the terms of
this Agreement and pay all or any part of the premiums therefor and the costs thereof;


 


(iv) execute,
in connection with any sale provided for in Section 6.6 or 6.7, any indorsements, assignments or other instruments of conveyance
or transfer with respect to the Collateral; and


 


(v) (1)
direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due
thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (2) ask or demand for, collect, and
receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of
or arising out of any Collateral; (3) sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse
receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral;
(4) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect
the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (5) defend any suit, action
or proceeding brought against such Grantor with respect to any Collateral; (6) settle, compromise or adjust any such suit, action
or proceeding and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate;
(7) assign any Copyright, Patent or Trademark, throughout the world for such term or terms, on such conditions, and in such manner,
as the Administrative Agent shall in its sole discretion determine; (8) vote any right or interest with respect to any Investment
Property; (9) order good standing certificates and conduct lien searches in respect of such jurisdictions or offices as the Administrative
Agent may deem appropriate; and (10) generally sell, transfer, pledge and make any agreement with respect to or otherwise deal
with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes,
and do, at the Administrative Agent’s option and such Grantor’s expense, at any time, or from time to time, all acts
and things which the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral and the Administrative
Agent’s security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor
might do.


 






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(vi) to
effectuate the rights and remedies of the Administrative Agent under this Agreement and to the extent (and only to the extent)
permitted under the applicable laws, each Grantor hereby irrevocably appoints the Administrative Agent as its attorney-in-fact,
in the name of such Grantor, to take all actions and execute all documents referred to in Section 6.6(b) above, which power of
attorney is coupled with an interest and shall be irrevocable until all of the Obligations have been paid and performed in full;
provided however, that the power to execute granted hereunder to the Administrative Agent shall not apply to any application or
other document requiring the certification of the licensee of any License as condition to consideration by a State Regulatory Authority,
but only to the extent that it would be unlawful under applicable laws, in effect at the time, for the Administrative Agent to
execute and file such document with a State Regulatory Authority, notwithstanding the fact that a court has not authorized the
Administrative Agent to do so.


 


Anything in this Section
7.1(a) to the contrary notwithstanding, the Administrative Agent agrees that it will not exercise any rights under the power
of attorney provided for in this Section 7.1(a) unless an Event of Default shall be continuing.


 


(b) If
any Grantor fails to perform or comply with any of its agreements contained herein, the Administrative Agent, at its option, but
without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.


 


(c) Each
Grantor hereby ratifies all that such attorneys shall lawfully do or cause to be done by virtue. All powers, authorizations and
agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the
security interests created hereby are released.


 


7.2 Duty of Administrative
Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the
Collateral in its possession shall be to deal with it in the same manner as the Administrative Agent deals with similar property
for its own account. Neither the Administrative Agent or any Lender nor any of their respective officers, directors, employees
or agents shall be liable for any failure to demand, collect or realize upon any of the Collateral or for any delay in doing so
or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person
or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative
Agent and the Lenders hereunder are solely to protect the Administrative Agent’s and the Lenders’ interests in the
Collateral and shall not impose any duty upon the Administrative Agent or any Lender to exercise any such powers. The Administrative
Agent and the Lenders shall be accountable only for amounts that they actually receive as a result of the exercise of such powers,
and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or
failure to act hereunder.


 


7.3 Authority of
Administrative Agent. Each Grantor acknowledges that the rights and responsibilities of the Administrative Agent under this
Agreement with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent
of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this
Agreement shall, as between the Administrative Agent and the Lenders, be governed by the Credit Agreement and by such other agreements
with respect thereto as may exist from time to time among them, but, as between the Administrative Agent and the Grantors, the
Administrative Agent shall be conclusively presumed to be acting as agent for the Lenders with full and valid authority so to
act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such
authority.


 






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Article
VIII

MISCELLANEOUS.


 


8.1 Amendments
in Writing. None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except
in accordance with Section 15.1 of the Credit Agreement.


 


8.2 Notices.
All notices, requests and demands to or upon the Administrative Agent or any Grantor hereunder shall be addressed to the Company
and effected in the manner provided for in Section 15.3 of the Credit Agreement and each Grantor hereby appoints the Company
as its agent to receive notices hereunder.


 


8.3 Indemnification
by Grantors. THE GRANTORS, SEVERALLY AND NOT JOINTLY, HEREBY AGREE TO INDEMNIFY, EXONERATE AND HOLD EACH LENDER PARTY FREE
AND HARMLESS FROM AND AGAINST ANY AND ALL INDEMNIFIED LIABILITIES, INCURRED BY THE LENDER PARTIES OR ANY OF THEM AS A RESULT OF,
OR ARISING OUT OF, OR RELATING TO (A) ANY TENDER OFFER, MERGER, PURCHASE OF EQUITY INTERESTS, PURCHASE OF ASSETS (INCLUDING THE
RELATED TRANSACTIONS) OR OTHER SIMILAR TRANSACTION FINANCED OR PROPOSED TO BE FINANCED IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY,
WITH THE PROCEEDS OF ANY OF THE LOANS, (B) THE USE, HANDLING, RELEASE, EMISSION, DISCHARGE, TRANSPORTATION, STORAGE, TREATMENT
OR DISPOSAL OF ANY HAZARDOUS SUBSTANCE AT ANY PROPERTY OWNED OR LEASED BY ANY GRANTOR, (C) ANY VIOLATION OF ANY ENVIRONMENTAL
LAWS WITH RESPECT TO CONDITIONS AT ANY PROPERTY OWNED OR LEASED BY ANY GRANTOR OR THE OPERATIONS CONDUCTED THEREON, (D) THE INVESTIGATION,
CLEANUP OR REMEDIATION OF OFFSITE LOCATIONS AT WHICH ANY LOAN PARTY OR THEIR RESPECTIVE PREDECESSORS ARE ALLEGED TO HAVE DIRECTLY
OR INDIRECTLY DISPOSED OF HAZARDOUS SUBSTANCES OR (E) THE EXECUTION, DELIVERY, PERFORMANCE OR ENFORCEMENT OF THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT BY ANY OF THE LENDER PARTIES, EXCEPT FOR ANY SUCH INDEMNIFIED LIABILITIES ARISING ON ACCOUNT OF THE APPLICABLE
LENDER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A FINAL, NONAPPEALABLE JUDGMENT BY A COURT OF COMPETENT
JURISDICTION. IF AND TO THE EXTENT THAT THE FOREGOING UNDERTAKING MAY BE UNENFORCEABLE FOR ANY REASON, EACH GRANTOR HEREBY AGREES
TO MAKE THE MAXIMUM CONTRIBUTION TO THE PAYMENT AND SATISFACTION OF EACH OF THE INDEMNIFIED LIABILITIES WHICH IS PERMISSIBLE UNDER
APPLICABLE LAW. ALL OBLIGATIONS PROVIDED FOR IN THIS SECTION 8.3 SHALL SURVIVE REPAYMENT OF ALL (AND SHALL BE) SECURED OBLIGATIONS
(AND TERMINATION OF ALL COMMITMENTS UNDER THE CREDIT AGREEMENT), ANY FORECLOSURE UNDER, OR ANY MODIFICATION, RELEASE OR DISCHARGE
OF, ANY OR ALL OF THE COLLATERAL DOCUMENTS AND TERMINATION OF THIS AGREEMENT.


 






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8.4 Enforcement
Expenses.


 


(a) Each
Grantor agrees, on a several and not a joint basis, to pay or reimburse on demand each Lender and the Administrative Agent for
all reasonable out-of-pocket costs and expenses (including Attorney Costs) incurred in collecting against any Guarantor under the
guaranty contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan
Documents.


 


(b) Each
Grantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect
to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to
be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement.


 


(c) The
agreements in this Section 8.4 shall survive repayment of all (and shall be) Secured Obligations (and termination of all
commitments under the Credit Agreement), any foreclosure under, or any modification, release or discharge of, any or all of the
Collateral Documents and termination of this Agreement.


 


8.5 Captions.
Section captions used in this Agreement are for convenience only and shall not affect the construction of this Agreement.


 


8.6 Nature of Remedies.
All Secured Obligations of each Grantor and rights of the Administrative Agent and the Lenders expressed herein or in any other
Loan Document shall be in addition to and not in limitation of those provided by applicable law. No failure to exercise and no
delay in exercising, on the part of the Administrative Agent or any Lender, any right, remedy, power or privilege hereunder, shall
operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude
any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.


 


8.7 Counterparts.
This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts and
each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same
Agreement. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or in electronic (i.e., “pdf”
or “tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement.


 


8.8 Severability.
The illegality or unenforceability of any provision of this Agreement or any instrument or agreement required hereunder shall
not in any way affect or impair the legality or enforceability of the remaining provisions of this Agreement or any instrument
or agreement required hereunder.


 






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8.9 Entire Agreement.
This Agreement, together with the other Loan Documents, embodies the entire agreement and understanding among the parties hereto
and supersedes all prior or contemporaneous agreements and understandings of such Persons, verbal or written, relating to the
subject matter hereof and thereof and any prior arrangements made with respect to the payment by any Grantor of (or any indemnification
for) any fees, costs or expenses payable to or incurred (or to be incurred) by or on behalf of the Administrative Agent or the
Lenders.


 


8.10 Successors;
Assigns. This Agreement shall be binding upon Grantors, the Lenders and the Administrative Agent and their respective successors
and assigns, and shall inure to the benefit of Grantors, Lenders and the Administrative Agent and the successors and assigns of
the Lenders and the Administrative Agent. No other Person shall be a direct or indirect legal beneficiary of, or have any direct
or indirect cause of action or claim in connection with, this Agreement or any of the other Loan Documents. No Grantor may assign
or transfer any of its rights or Obligations under this Agreement without the prior written consent of the Administrative Agent.


 


8.11 Governing
Law. This Agreement and the other Loan Documents and any claims, controversy, dispute or cause of action (whether in contract
or tort or otherwise) based upon, arising out of or relating to this Agreement or any other Loan Document (except, as to any other
Loan Document, as expressly set forth therein) and the transactions contemplated hereby and thereby shall be governed by, and
construed in accordance with, the law of the State of New York.


 


8.12 Jurisdiction.
ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, SHALL
BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF NEW YORK COUNTY, THE STATE OF NEW YORK, OR IN THE UNITED STATES DISTRICT
COURT FOR THE SOUTHERN DISTRICT OF NEW YORK; OR, IF THE ADMINISTRATIVE AGENT INITIATES SUCH ACTION, IN ADDITION TO THE FOREGOING
COURTS, ANY COURT IN WHICH THE ADMINISTRATIVE AGENT SHALL INITIATE OR TO WHICH THE ADMINISTRATIVE AGENT SHALL REMOVE SUCH ACTION,
TO THE EXTENT SUCH COURT OTHERWISE HAS JURISDICTION. EACH GRANTOR HEREBY EXPRESSLY AND IRREVOCABLY CONSENTS AND SUBMITS IN ADVANCE
TO THE JURISDICTION OF SUCH COURTS IN ANY ACTION OR PROCEEDING COMMENCED IN OR REMOVED BY THE ADMINISTRATIVE AGENT TO ANY OF SUCH
COURTS, HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS AND COMPLAINT, OR OTHER PROCESS OR PAPERS ISSUED THEREIN, AND HEREBY AGREES
THAT SERVICE OF SUCH SUMMONS AND COMPLAINT OR OTHER PROCESS OR PAPERS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO
SUCH GRANTOR AT THE ADDRESS SET FORTH IN SECTION 15.3 OF THE CREDIT AGREEMENT. EACH GRANTOR WAIVES ANY CLAIM THAT ANY COURT HAVING
SITUS IN NEW YORK COUNTY, NEW YORK, IS AN INCONVENIENT FORUM OR AN IMPROPER FORUM BASED ON LACK OF VENUE. SHOULD ANY GRANTOR,
AFTER BEING SO SERVED, FAIL TO APPEAR OR ANSWER ANY SUMMONS, COMPLAINT, PROCESS OR PAPERS SO SERVED WITHIN THE PERIOD OF TIME
PRESCRIBED BY LAW AFTER THE MAILING THEREOF, SUCH GRANTOR SHALL BE DEEMED IN DEFAULT AND AN ORDER AND/OR JUDGMENT MAY BE ENTERED
BY THE ADMINISTRATIVE AGENT AGAINST SUCH GRANTOR AS DEMANDED OR PRAYED FOR IN SUCH SUMMONS, COMPLAINT, PROCESS OR PAPERS. THE
EXCLUSIVE CHOICE OF FORUM FOR THE LOAN PARTIES SET FORTH IN THIS SECTION 8.12 SHALL NOT BE DEEMED TO PRECLUDE THE ENFORCEMENT,
BY THE ADMINISTRATIVE AGENT, OF ANY JUDGMENT OBTAINED IN ANY OTHER FORUM OR THE TAKING, BY THE ADMINISTRATIVE AGENT, OF ANY ACTION
TO ENFORCE THE SAME IN ANY OTHER APPROPRIATE JURISDICTION, AND EACH GRANTOR HEREBY IRREVOCABLY WAIVES THE RIGHT TO COLLATERALLY
ATTACK ANY SUCH JUDGMENT OR ACTION.


 






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


 


8.14 Set-off.
Each Grantor agrees that the Administrative Agent and each Lender have all rights of set-off and bankers’ lien provided
by applicable law, and in addition thereto, each Grantor agrees that at any time any Event of Default is continuing, the Administrative
Agent and each Lender may apply to the payment of any Secured Obligations, whether or not then due, any and all balances, credits,
deposits, accounts or moneys of such Grantor then or thereafter with the Administrative Agent or such Lender.


 


8.15 Acknowledgements.
Each Grantor hereby acknowledges that:


 


(a) it
has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents to which
it is a party;


 


(b) neither
the Administrative Agent nor any Lender has any fiduciary relationship with or duty to any Grantor arising out of or in connection
with this Agreement or any of the other Loan Documents, and the relationship between the Grantors, on the one hand, and the Administrative
Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and


 


(c) no
joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby
among the Lenders or among the Grantors and the Lenders.


 






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8.16 Additional
Grantors. Each Loan Party that is required to become a party to this Agreement pursuant to Section 10.10 of the Credit
Agreement shall become a Grantor for all purposes of this Agreement upon execution and delivery by such Loan Party of a joinder
agreement in the form of Annex I hereto.


 


8.17 Releases.


 


(a) At
such time as the Secured Obligations have been Paid in Full, the Collateral shall be released from the Liens created hereby, and
this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent
and each Grantor hereunder shall terminate, upon delivery by the Grantors of a written release of all claims against the Administrative
Agent and the Lenders in form and substance reasonably satisfactory to the Administrative Agent, and without delivery of any other
instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. At the request
and sole expense of any Grantor following any such termination, the Administrative Agent shall deliver to the Grantors any Collateral
held by the Administrative Agent hereunder and execute and deliver to the Grantors such documents as the Grantors shall reasonably
request to evidence such termination.


 


(b) If
any of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the Credit
Agreement, then the Administrative Agent, at the request and sole expense of such Grantor, shall execute and deliver to such Grantor
all releases or other documents reasonably necessary or desirable for the release of the Liens created hereby on such Collateral.
At the request and sole expense of the Company, a Guarantor shall be released from its obligations hereunder in the event that
all the equity interests of such Guarantor shall be sold, transferred or otherwise disposed of in a transaction permitted by the
Credit Agreement; provided that the Company shall have delivered to the Administrative Agent, with reasonable notice prior
to the date of the proposed release, a written request for release identifying the relevant Guarantor and the terms of the sale
or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with
a certification by the Company stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.


 


8.18 Obligations
and Liens Absolute and Unconditional. Each Grantor understands and agrees that the obligations of each Grantor under this
Agreement shall be construed as a continuing, absolute and unconditional without regard to (a) the validity or enforceability
of any Loan Document, any of the Secured Obligations or any other collateral security therefor or guaranty or right of offset
with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off
or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Grantor
or any other Person against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without
notice to or knowledge of any Grantor) which constitutes, or might be construed to constitute, an equitable or legal discharge
of any Grantor for the Secured Obligations, in bankruptcy or in any other instance. When making any demand hereunder or otherwise
pursuing its rights and remedies hereunder against any Grantor, the Administrative Agent or any Lender may, but shall be under
no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against any other Grantor
or any other Person or against any collateral security or guaranty for the Secured Obligations or any right of offset with respect
thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies
or to collect any payments from any other Grantor or any other Person or to realize upon any such collateral security or guaranty
or to exercise any such right of offset, or any release of any other Grantor or any other Person or any such collateral security,
guaranty or right of offset, shall not relieve any Grantor of any obligation or liability hereunder, and shall not impair or affect
the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against
any Grantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.


 






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8.19 Regulatory
Matters. Notwithstanding anything to the contrary contained herein or in any of the Loan Documents, the Administrative Agent
will not take any action pursuant to this Agreement or any of the other Loan Documents that would constitute or result in any
assignment or transfer of control, whether de jure or de facto, of any License of any Grantor if such assignment or transfer of
control would require under then existing law the prior approval of a regulatory authority without first obtaining such approval
of the such regulatory authority.


 


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


 


[remainder of this page intentionally left
blank; signature page follows]


 




    32


     


    


 


Each of the undersigned
has caused this Guaranty and Collateral Agreement to be duly executed and delivered as of the date first above written:


 


	 	GRANTORS:
	 	 
	 	T3 COMMUNICATIONS, INC.
	 	a Nevada corporation, as the Company and a Grantor 
	 	 
	 	By:	                       
	 	Name:	 
	 	Title:	 
	 	 	 
	 	T3 COMMUNICATIONS, INC.
	 	a Florida corporation, as a Grantor 
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	SHIFT8 NETWORKS, INC.
	 	a Texas corporation, as a Grantor 
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Prior to the consummation of the Nexogy Acquisition:
	 	 
	 	NEXOGY ACQUISITION, INC.
	 	a Florida corporation, as a Grantor 
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Upon consummation of the Nexogy Acquisition:
	 	 
	 	NEXOGY, INC.
	 	a Florida corporation, as a Grantor 
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 





 


Signature Page to Guaranty and Collateral
Agreement


 






     


     


    

 


	 	AGENT:
	 	 
	 	POST ROAD ADMINISTRATIVE LLC, as the Administrative Agent
	 	 
	 	By:	    
	 	Name:  	 
	 	Title:	Authorized Signatory



 


Signature Page to Guaranty and Collateral
Agreement


 






     


     


    

 


SCHEDULE
1


 


PLEDGED EQUITY, PLEDGED NOTES, INVESTMENT
PROPERTY


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 



     


     


    




 


SCHEDULE
2


 


PERFECTED LIENS


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




     


     


    


 


SCHEDULE
3


 


GRANTOR INFORMATION


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




     


     


    


 


SCHEDULE
4


 


COLLATERAL LOCATION


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




     


     


    


 


SCHEDULE
5


 


INTELLECTUAL PROPERTY


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




     


     


    


 


SCHEDULE
6


 


DEPOSITORY AND OTHER ACCOUNTS


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




     


     


    


 


SCHEDULE 7


 


IDENTIFIED CLAIMS


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




     


     


    


 


ANNEX I


 


FORM OF JOINDER TO GUARANTY AND COLLATERAL
AGREEMENT


 


This JOINDER AGREEMENT
(this “Agreement”) dated as of [______] is executed by the undersigned for the benefit of POST ROAD ADMINISTRATIVE
LLC, as the Administrative Agent (the “Administrative Agent”) in connection with that certain Guaranty and Collateral
Agreement dated as of November 17, 2020 among the Grantors party thereto and the Administrative Agent (as amended, restated, supplemented
or modified from time to time, the “Guaranty and Collateral Agreement”). Capitalized terms not otherwise defined
herein are being used herein as defined in the Guaranty and Collateral Agreement.


 


Each Person signatory
hereto is required to execute this Agreement pursuant to Section 8.16 of the Guaranty and Collateral Agreement.


 


In consideration of
the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each signatory
hereby agrees as follows:


 


1. Each
such Person assumes all the obligations of a Grantor and a Guarantor under the Guaranty and Collateral Agreement and agrees that
such person or entity is a Grantor and a Guarantor and bound as a Grantor and a Guarantor under the terms of the Guaranty and Collateral
Agreement, as if it had been an original signatory to such agreement. In furtherance of the foregoing, such Person hereby collaterally
assigns, pledges and grants to the Administrative Agent a security interest in all of its right, title and interest in and to the
Collateral owned thereby to secure the Secured Obligations.


 


2. Schedules
1, 2, 3, 4, 5, 6, and 7 of the Guaranty and Collateral Agreement are hereby amended to add the information relating to each such
Person set out on Schedules 1, 2, 3, 4, 5, 6, and 7 respectively, hereof. Each such Person hereby makes to the Administrative Agent
the representations and warranties set forth in the Guaranty and Collateral Agreement applicable to such Person and the applicable
Collateral and confirms that such representations and warranties are true and correct after giving effect to such amendment to
such Schedules.


 


3. In
furtherance of its obligations under Section 5.2 of the Guaranty and Collateral Agreement, each such Person agrees to deliver
to the Administrative Agent appropriately complete UCC financing statements naming such person or entity as debtor and the Administrative
Agent as secured party, and describing its Collateral and such other documentation as the Administrative Agent (or its successors
or assigns) may require to evidence, protect and perfect the Liens created by the Guaranty and Collateral Agreement, as modified
hereby. Each such Person acknowledges the authorizations given to the Administrative Agent under the Section 5.10(b) of
the Guaranty and Collateral Agreement and otherwise.


 


4. Each
such Person’s address for notices under the Guaranty and Collateral Agreement shall be the address of the Company set forth
in the Credit Agreement and each such Person hereby appoints the Company as its agent to receive notices hereunder.


 


5. This
Agreement shall be deemed to be part of, and a modification to, the Guaranty and Collateral Agreement and shall be governed by
all the terms and provisions of the Guaranty and Collateral Agreement, with respect to the modifications intended to be made to
such agreement, which terms are incorporated herein by reference, are ratified and confirmed and shall continue in full force and
effect as valid and binding agreements of each such person or entity enforceable against such person or entity. Each such Person
hereby waives notice of the Administrative Agent’s acceptance of this Agreement. Each such Person will deliver an executed
original of this Agreement to the Administrative Agent.


 


[add signature block for each new Grantor]