Exhibit 10.2


 


Exeuction Version


 


AMENDED AND RESTATED REVOLVING CREDIT
SECURITY AGREEMENT


 


originally dated as of September 17,
2014 and amended and restated as of March 7, 2017


 


Among


 


TOWER AUTOMOTIVE HOLDINGS USA, LLC,


 


THE GUARANTORS PARTY HERETO


 


and


 


JPMORGAN CHASE BANK, N.A.,


as Agent


 




     


     


    

 


TABLE OF CONTENTS


 





 






 


	 	Page
	 	 
	Section 1.  Definitions and Other Interpretive Provisions	2
	Section 2.  Grant of Transaction
Liens	11
	Section 3.  General Representations
and Warranties	13
	Section 4.  Further Assurances; General Covenants	15
	Section 5.  Equipment	16
	Section 6.  Recordable Intellectual Property	16
	Section 7.  Investment Property	17
	Section 8.  Controlled Deposit Accounts	20
	Section 9.  Cash Collateral Accounts	20
	Section 10.  Operation of Collateral
Accounts	22
	Section 11.  Transfer of Record
Ownership	22
	Section 12.  Right to Vote Securities	23
	Section 13.  Remedies upon Event of Default	23
	Section 14.  Application of Proceeds	25
	Section 15.  Fees and Expenses; Indemnification	27
	Section 16.  Authority to Administer Collateral	28
	Section 17.  Limitation on Duty in Respect of Collateral	28
	Section 18.  General Provisions Concerning the Agent	29
	Section 19.  Termination of Transaction Liens; Release of Collateral	30
	Section 20.  Additional Lien Grantors	30
	Section 21.  Notices	31
	Section 22.  No Implied Waivers; Remedies Not Exclusive	31
	Section 23.  Successors and Assigns	31
	Section 24.  Amendments and Waivers	31
	Section 25.  Choice of Law	31
	Section 26.  Waiver of Jury Trial	31
	Section 27.  Severability	32
	Section 28.  Credit Agreement	32
	Section 29.  Counterparts	32
	Section 30.  ABL Intercreditor Agreement	32
	Section 31.  Amendment And Restatement	33




 




     


     


    

 


	SCHEDULES:	 
	 	 
	Schedule 1	Equity Interests in Subsidiaries and Affiliates Owned by Original Lien Grantors
	 	 
	Schedule 2	Other Investment Property Owned by Original Lien Grantors
	 	 
	EXHIBITS:	 
	 	 
	Exhibit A	Security Agreement Supplement
	 	 
	Exhibit B	Copyright Security Agreement
	 	 
	Exhibit C	Patent Security Agreement
	 	 
	Exhibit D	Trademark Security Agreement
	 	 
	Exhibit E	Perfection Certificate
	 	 
	Exhibit F	Issuer Control Agreement
	 	 
	Exhibit G	Securities Account Control Agreement
	 	 
	Exhibit H	Deposit Account Control Agreement


 




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AMENDED AND RESTATED REVOLVING CREDIT
SECURITY AGREEMENT


 


AMENDED AND RESTATED REVOLVING CREDIT SECURITY
AGREEMENT (this “Revolving Credit Security Agreement”), originally dated as of September 17, 2014 and amended
and restated as of March 7, 2017, among TOWER AUTOMOTIVE HOLDINGS USA, LLC (the “Borrower”), the GUARANTORS
party hereto and JPMORGAN CHASE BANK, N.A., as agent (in such capacity, the “Agent”).


 


WHEREAS, the Borrower, the Guarantors, JPMorgan
Chase Bank, N.A., as administrative agent, and certain financial institutions are parties to the Existing Credit Agreement, pursuant
to which such financial institutions have agreed to make loans and extend other financial accommodations to the Borrower;


 


WHEREAS, the Borrower has granted liens
on certain of its assets to secure (i) its obligations under the Existing Credit Agreement, (ii) its obligations under interest
rate hedging arrangements designed to mitigate the risk that interest rates payable will fluctuate and (iii) certain other obligations;


 


WHEREAS, pursuant to the Existing Credit
Agreement, Holdings, Holdco and Foreign Holdco have guaranteed the foregoing obligations of the Borrower, and Holdco and Foreign
Holdco have granted liens on certain of their respective assets to secure their guarantees thereof;


 


WHEREAS, pursuant to the Existing Credit
Agreement, the Borrower caused each of its domestic subsidiaries to guarantee the foregoing obligations of the Borrower, and the
Borrower caused each of its domestic subsidiaries to secure its guarantee thereof by granting Liens on its assets to the Agent;


 


WHEREAS, effective as of the ARCA Effective
Date, the Existing Credit Agreement is being amended and restated in the form of the Credit Agreement;


 


WHEREAS, the Lenders and the Issuing Lender
are not willing to make loans or issue or participate in letters of credit under the Credit Agreement, and the counterparties to
the interest rate hedging arrangements referred to above are not willing to enter into or maintain them, unless (i) the foregoing
obligations of the Borrower continue to be secured and guaranteed as described above and (ii) each guarantee thereof is secured
by Liens on assets of the relevant Guarantor (other than Holdings) as provided in this Agreement and the other Security Documents;
and


 




     


     


    

 


WHEREAS, upon any foreclosure or other enforcement
of the Security Documents, the net proceeds of the relevant Collateral are to be received by or paid over to the Agent and applied
as provided herein and in the ABL Intercreditor Agreement;


 


NOW, THEREFORE, in consideration of the
foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:


 


Section
1. Definitions and Other Interpretive Provisions. 


 


(a)          Terms
Defined in Credit Agreement. Terms defined in the Credit Agreement and not otherwise defined in subsection (b) or (c) of this
Section have, as used herein, the respective meanings provided for therein.


 


(b)          Terms
Defined in UCC. As used herein, each of the following terms has the meaning specified in the UCC:


 


	Term	 	UCC
	 	 	 
	Account	 	9-102
	Authenticate	 	9-102
	Certificated Security	 	8-102
	Chattel Paper	 	9-102
	Commodity Account	 	9-102
	Commodity Customer	 	9-102
	Deposit Account	 	9-102
	Document	 	9-102
	Entitlement Holder	 	8-102
	Entitlement Order	 	8-102
	Equipment	 	9-102
	Financial Asset	 	8-102 & 103
	General Intangibles	 	9-102
	Instrument	 	9-102
	Inventory	 	9-102
	Investment Property	 	9-102
	Proceeds	 	9-102
	Record	 	9-102
	Securities Account	 	8-501
	Securities Intermediary	 	8-102
	Security	 	8-102 & 103
	Security Entitlement	 	8-102
	Supporting Obligations	 	9-102
	Uncertificated Security	 	8-102


 




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(c)          Additional
Definitions. The following additional terms, as used herein, have the following meanings:


 


“ABL Intercreditor Agreement”
shall mean that certain Amended and Restated Intercreditor Agreement, dated as of August 24, 2010 among JPMorgan Chase Bank, N.A.,
as representative with respect to the Credit Agreement, Citibank, N.A. as Additional Representative with respect to the Term Secured
Obligations thereunder, each additional representative from time to time party thereto, Tower International, Inc. (f/k/a Tower
Automotive, LLC) and the Lien Grantors party thereto, as supplemented by Joinder Agreement No. 1, dated as of April 23, 2013, and
as further amended, supplemented or otherwise modified from time to time.


 


“ABL Termination Date”
shall have the meaning given such term in the ABL Intercreditor Agreement.


 


“Agreement” shall mean
the Existing Security Agreement, as amended and restated in the form of this Amended and Restated Revolving Credit Security Agreement,
and as may be further amended, supplemented or otherwise modified from time to time (subject to Section 1(d)).


 


“Applicable Agent” shall
mean (i) for purposes of the definitions of Controlled Deposit Account and Controlled Securities Account as such definitions are
used in this Agreement, (A) at all times prior to the ABL Termination Date, the Agent and (B) at all times after the ABL Termination
Date, the Term Loan Agent and (ii) for all other purposes, (A) at all times prior to the Term Obligations Termination Date, the
Term Loan Agent and (B) at all times after the Term Obligations Termination Date, the Agent.


 


“Borrower” shall have
the meaning given such term in the preamble to this Agreement.


 


“Cash Collateral Accounts”
shall have the meaning given such term in Section 9(a).


 


“Collateral” shall mean
all property, whether now owned or hereafter acquired, on which a Lien is granted or purports to be granted to the Agent pursuant
to the Security Documents. When used with respect to a specific Lien Grantor, the term “Collateral” means all its property
on which such a Lien is granted or purports to be granted.


 


“Collateral Accounts”
shall mean the Cash Collateral Accounts, the Controlled Deposit Accounts and the Controlled Securities Accounts.


 




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“Collection Account”
shall mean the Deposit Account established pursuant to Section 9(a)(i), into which the proceeds required to be deposited therein
pursuant to Section 9(a)(i) shall be deposited.


 


“Common Collateral” shall
have the meaning given such term in the ABL Intercreditor Agreement.


 


“Contingent Secured Obligation”
shall mean, at any time, any Secured Obligation (or portion thereof) that is contingent in nature at such time, including any Secured
Obligation that is:


 


(i)    an
obligation to reimburse a bank for drawings not yet made under a letter of credit issued by it;


 


(ii)   an
obligation under a Hedging Agreement to make payments that cannot be quantified at such time;


 


(iii)  any
other obligation (including any guarantee) that is contingent in nature at such time; or


 


(iv)  an
obligation to provide collateral to secure any of the foregoing types of obligations.


 


“Control” shall have
the following meanings:


 


(a)   when
used with respect to any Security or Security Entitlement, the meaning specified in UCC Section 8-106; and


 


(b)   when
used with respect to any Deposit Account, the meaning specified in UCC Section 9-104.


 


“Controlled Deposit Account”
shall mean a Deposit Account (i) that is subject to a Deposit Account Control Agreement or (ii) as to which the Applicable Agent
is the Depositary Bank’s “customer” (as defined in UCC Section 4-104).


 


“Controlled Securities Account”
shall mean a Securities Account that (i) is maintained in the name of a Lien Grantor at an office of a Securities Intermediary
located in the United States and (ii) together with all Financial Assets credited thereto and all related Security Entitlements,
is subject to a Securities Account Control Agreement among such Lien Grantor, the Applicable Agent and such Securities Intermediary.


 




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“Copyright License” shall
mean any agreement now or hereafter in existence granting to any Lien Grantor, or pursuant to which any Lien Grantor grants to
any other Person, any right to use, copy, reproduce, distribute, prepare derivative works, display or publish any records or other
materials on which a Copyright is in existence or may come into existence, including any agreement identified in Schedule 1 to
any Copyright Security Agreement.


 


“Copyrights” shall mean
all the following: (i) all copyrights under the laws of the United States or any other country (whether or not the underlying works
of authorship have been published), all registrations and recordings thereof, all copyrightable works of authorship (whether or
not published), and all applications for copyrights under the laws of the United States or any other country, including registrations,
recordings and applications in the United States Copyright Office or in any similar office or agency of the United States, any
State thereof or any other country or any political subdivision thereof, including those described in Schedule 1 to any Copyright
Security Agreement, (ii) all renewals of any of the foregoing, (iii) all claims for, and rights to sue for, past or future infringements
of any of the foregoing, and (iv) all income, royalties, damages and payments now or hereafter due or payable with respect to any
of the foregoing, including damages and payments for past or future infringements thereof.


 


“Copyright Security Agreement”
shall mean a Copyright Security Agreement, substantially in the form of Exhibit B, executed and delivered by a Lien Grantor in
favor of the Agent for the benefit of the Secured Parties.


 


“Credit Agreement” shall
mean that certain Fourth Amended and Restated Revolving Credit and Guaranty Agreement, dated as of March 7, 2017, by and among
the Borrower, as borrower, the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative
agent.


 


“Deposit Account Control Agreement”
shall mean, with respect to any Deposit Account of any Lien Grantor, a Deposit Account Control Agreement substantially in the form
of Exhibit H (or otherwise in form and substance reasonably satisfactory to the Applicable Agent) among such Lien Grantor, the
Applicable Agent and the relevant Depositary Bank.


 


“Depositary Bank” shall
mean a bank at which a Controlled Deposit Account is maintained.


 


“Equity Interest” shall
mean (i) in the case of a corporation, any shares of its capital stock, (ii) in the case of a limited liability company, any membership
interest therein, (iii) in the case of a partnership, any partnership interest (whether general or limited) therein, (iv) in the
case of any other business entity, any participation or other interest in the equity or profits thereof, (v) any warrant, option
or other right to acquire any Equity Interest described in this definition or (vi) any Security Entitlement in respect of any Equity
Interest described in this definition.


 




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“Existing Security Agreement”
shall mean that certain Revolving Credit Security Agreement dated as of September 17, 2014 among Tower Automotive Holdings USA,
LLC, the guarantors party thereto and JPMorgan Chase Bank, N.A., as agent.


 


“Intellectual Property Filing”
shall mean (i) with respect to any Patent, Patent License, Trademark or Trademark License, the filing of the applicable Patent
Security Agreement or Trademark Security Agreement with the United States Patent and Trademark Office, together with an appropriately
completed recordation form, and (ii) with respect to any Copyright or Copyright License, the filing of the applicable Copyright
Security Agreement with the United States Copyright Office, together with an appropriately completed recordation form, in each
case sufficient to record the Transaction Lien granted to the Agent in such Recordable Intellectual Property.


 


“Intellectual Property Security
Agreement” shall mean a Copyright Security Agreement, a Patent Security Agreement or a Trademark Security Agreement.


 


“Issuer Control Agreement”
shall mean an Issuer Control Agreement substantially in the form of Exhibit F (with any changes that the Agent shall have approved).


 


“Lien Grantors” shall
mean the Borrower and the Guarantors (other than Holdings).


 


“Liquidity Trigger Period”
shall have the meaning given such term in the Credit Agreement.


 


“LLC Interest” shall
mean a membership interest or similar interest in a limited liability company.


 


“Non-Contingent Secured Obligation”
shall mean at any time any Secured Obligation (or portion thereof) that is not a Contingent Secured Obligation at such time.


 


“Original Lien Grantor”
shall mean any Lien Grantor that grants a Lien on any of its assets hereunder on the ARCA Effective Date.


 


“own” refers to the possession
of sufficient rights in property to grant a security interest therein as contemplated by UCC Section 9-203, and “acquire”
refers to the acquisition of any such rights.


 




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“Partnership Interest”
shall mean a partnership interest, whether general or limited.


 


“Patent License” shall
mean any agreement now or hereafter in existence granting to any Lien Grantor, or pursuant to which any Lien Grantor grants to
any other Person, any right with respect to any Patent or any invention now or hereafter in existence, whether patentable or not,
whether a patent or application for patent is in existence on such invention or not, and whether a patent or application for patent
on such invention may come into existence or not, including any agreement identified in Schedule 1 to any Patent Security Agreement.


 


“Patents” shall mean
(i) all letters patent and design letters patent of the United States or any other country and all applications for letters patent
or design letters patent of the United States or any other country, including applications 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, including those described in Schedule 1 to any Patent Security Agreement, (ii) all reissues, divisions, continuations,
continuations in part, revisions and extensions of any of the foregoing, (iii) all claims for, and rights to sue for, past or future
infringements of any of the foregoing and (iv) all income, royalties, damages and payments now or hereafter due or payable with
respect to any of the foregoing, including damages and payments for past or future infringements thereof.


 


“Patent Security Agreement”
shall mean a Patent Security Agreement, substantially in the form of Exhibit C, executed and delivered by a Lien Grantor in favor
of the Agent for the benefit of the Secured Parties.


 


“Perfection Certificate”
shall mean, with respect to any Lien Grantor, a certificate substantially in the form of Exhibit E, completed and supplemented
with the schedules contemplated thereby to the satisfaction of the Agent, and signed by an officer of such Lien Grantor.


 


“Permitted Liens” shall
mean (i) the Transaction Liens and (ii) any other Liens on the Collateral permitted to be created or assumed or to exist pursuant
to Section 6.01 of the Credit Agreement.


 


“Personal Property Collateral”
shall mean all property included in the Collateral except Real Property Collateral.


 


“Pledged”, when used
in conjunction with any type of asset, shall mean at any time an asset of such type that is included (or that creates rights that
are included) in the Collateral at such time. For example, “Pledged Equity Interest” means an Equity Interest that
is included in the Collateral at such time.


 




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“Post-Petition Interest”
shall mean any interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy,
insolvency or reorganization of any one or more of the Lien Grantors (or would accrue but for the operation of applicable bankruptcy
or insolvency laws), whether or not such interest is allowed or allowable as a claim in any such proceeding.


 


“Real Property Collateral”
shall mean all real property (including leasehold interests in real property) included in the Collateral.


 


“Recordable Intellectual Property”
shall mean (i) any Patent registered with the United States Patent and Trademark Office, and any Patent License with respect to
a Patent so registered, (ii) any Trademark registered with the United States Patent and Trademark Office, and any Trademark License
with respect to a Trademark so registered, (iii) any Copyright registered with the United States Copyright Office and any Copyright
License with respect to a Copyright so registered, and all rights in or under any of the foregoing.


 


“Release Conditions”
shall mean the following conditions for terminating all the Transaction Liens:


 


(i)    all
Revolving Credit Commitments under the Credit Agreement shall have expired or been terminated;


 


(ii)   all
Non-Contingent Secured Obligations (other than any Non-Contingent Secured Obligations in respect of Secured Hedging Obligations)
shall have been paid in full; and


 


(iii)  no
Contingent Secured Obligations (other than any Contingent Secured Obligations (i) in respect of Secured Hedging Obligations and
(ii) in respect of contingent indemnification and expense reimbursement obligations as to which no claim shall have been asserted)
shall remain outstanding;


 


provided that the condition in clause (iii) shall not
apply to outstanding Letters of Credit if the Borrower has granted to the Agent, for the benefit of the Lenders, a security interest
in cash (or causes a bank acceptable to the Agent and the Issuing Lender to issue a letter of credit naming the Issuing Lender
as beneficiary) in an amount not less than 105% of the LC Exposure (plus any accrued and unpaid interest thereon) as of the date
of such termination, on terms and conditions and pursuant to documentation reasonably satisfactory to the Agent and the Issuing
Lender.


 




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“Secured Agreement”,
when used with respect to any Secured Obligation, refers collectively to each instrument, agreement or other document that sets
forth obligations of the Borrower, obligations of a guarantor and/or rights of the holder with respect to such Secured Obligation.


 


“Secured Parties” shall
mean the holders from time to time of the Secured Obligations.


 


“Securities Account Control Agreement”
shall mean, with respect to a Securities Account, a Securities Account Control Agreement substantially in the form of Exhibit G
(with any changes that the Applicable Agent shall have approved) among the relevant Securities Intermediary, the relevant Lien
Grantor and the Applicable Agent.


 


“Security Agreement Supplement”
shall mean a Security Agreement Supplement, substantially in the form of Exhibit A, signed and delivered to the Agent for the purpose
of adding a Subsidiary as a party hereto pursuant to Section 20 and/or adding additional property to the Collateral.


 


“Term Loan Agent” shall
have the meaning given such term in the ABL Intercreditor Agreement.


 


“Term Loan Agreement”
shall mean that certain Amended and Restated Term Loan and Guaranty Agreement dated as of March 7, 2017 among the Borrower, as
borrower, Holdings, Holdco, Foreign Holdco and the other guarantors party thereto, the lenders party thereto and Citibank, N.A.,
as administrative agent.


 


“Term Loan Security Agreement”
shall mean that certain Amended and Restated Term Loan Security Agreement dated as of March 7, 2017 among the Borrower, as borrower,
Holdings, Holdco, Foreign Holdco and the other grantors party thereto and Citibank, N.A., as agent.


 


“Term Obligations Termination Date”
shall have the meaning given such term in the ABL Intercreditor Agreement.


 


“Trademark License” shall
mean any agreement now or hereafter in existence granting to any Lien Grantor, or pursuant to which any Lien Grantor grants to
any other Person, any right to use any Trademark, including any agreement identified in Schedule 1 to any Trademark Security Agreement.


 




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“Trademarks” shall mean:
(i) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service
marks, logos, brand names, trade dress, prints and labels on which any of the foregoing have appeared or appear, package and other
designs, and all other source or business identifiers, and all general intangibles of like nature, and the rights in any of the
foregoing which arise under applicable law, (ii) the goodwill of the business symbolized thereby or associated with each of them,
(iii) all registrations and applications in connection therewith, including registrations and applications 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, including those described in Schedule 1 to any Trademark Security Agreement, (iv) all renewals
of any of the foregoing, (v) all claims for, and rights to sue for, past or future infringements of any of the foregoing and (vi)
all income, royalties, damages and payments now or hereafter due or payable with respect to any of the foregoing, including damages
and payments for past or future infringements thereof.


 


“Trademark Security Agreement”
shall mean a Trademark Security Agreement, substantially in the form of Exhibit D, executed and delivered by a Lien Grantor in
favor of the Agent for the benefit of the Secured Parties.


 


“Transaction Guarantee”
shall mean, with respect to each Guarantor, its guarantee of the Secured Obligations under the Credit Agreement or any Joinder
Agreement.


 


“Transaction Liens” shall
mean the Liens granted by the Lien Grantors under the Security Documents.


 


“Type” shall have the
meaning specified in the ABL Intercreditor Agreement.


 


“UCC” shall mean the
Uniform Commercial Code as in effect from time to time in the State of New York; provided that, if perfection or the effect
of perfection or non-perfection or the priority of any Transaction Lien on any Collateral is governed by the Uniform Commercial
Code as in effect in a jurisdiction other than New York, “UCC” means the Uniform Commercial Code as in effect from
time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection
or non-perfection or priority.


 




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(d)          Terms
Generally. The definitions of terms herein (including those incorporated by reference to the UCC or to another document) apply
equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun includes the corresponding
masculine, feminine and neuter forms. The words “include”, “includes” and “including”
shall be deemed to be followed by the phrase “without limitation”. The word “will” shall
be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise,
(i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such
agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions
on such amendments, supplements or modifications set forth herein), (ii) any reference herein to any Person shall be construed
to include such Person’s successors and assigns, (iii) the words “herein”, “hereof”
and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety
and not to any particular provision hereof, (iv) all references herein to Sections, Exhibits and Schedules shall be construed to
refer to Sections of, and Exhibits and Schedules to, this Agreement and (v) the word “property” shall be construed
to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.


 


Section
2. Grant of Transaction Liens. 


 


(a)          The
Borrower, in order to secure the Secured Obligations, and each Lien Grantor listed on the signature pages hereof, in order to secure
its Transaction Guarantee, grants to the Agent for the benefit of the Secured Parties a continuing security interest in all the
following property of the Borrower or such Lien Grantor, as the case may be, whether now owned or existing or hereafter acquired
or arising and regardless of where located:


 


(i)          all
Accounts;


 


(ii)         all
Chattel Paper;


 


(iii)        all
Deposit Accounts;


 


(iv)        all
Documents;


 


(v)         all
Equipment;


 


(vi)        all
General Intangibles (including any Equity Interests in other Persons that do not constitute Investment Property);


 


(vii)       all
Instruments;


 


(viii)      all
Inventory;


 


(ix)         all
Investment Property;


 


(x)          all
books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records)
of such Original Lien Grantor pertaining to any of its Collateral;


 




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(xi)         such
Original Lien Grantor’s ownership interest in (1) its Collateral Accounts, (2) all Financial Assets credited to its Collateral
Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Collateral Accounts from
time to time and (4) all other money in the possession of the Agent; and


 


(xii)        all
Proceeds of the Collateral described in the foregoing clauses (i) through (xi);


 


provided that the following property is excluded from
the foregoing security interests: (A) motor vehicles the perfection of a security interest in which is excluded from the Uniform
Commercial Code in the relevant jurisdiction, (B) voting Equity Interests in any Foreign Subsidiary, to the extent (but only to
the extent) required to prevent the Collateral from including more than 65% of all voting Equity Interests in such Foreign Subsidiary,
(C) United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of
a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable
federal law and (D) any property to the extent that the grant of a security interest therein is prohibited by any applicable law
or regulation, requires a consent not obtained of any Governmental Authority pursuant to any applicable law or regulation, or is
prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under,
any contract, license, agreement, instrument or other document evidencing or giving rise to such property or, in the case of any
Investment Property, any applicable shareholder or similar agreement, except to the extent that such law or regulation or the term
in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition,
breach, default or termination or requiring such consent is ineffective under applicable law. Each Original Lien Grantor shall
use all reasonable efforts to obtain any such required consent that is reasonably obtainable.


 


(b)          With
respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein
includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any
Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation.


 


(c)          The
Transaction Liens are granted as security only and shall not subject the Agent or any other Secured Party to, or transfer or in
any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction
in connection therewith.


 




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Section
3. General Representations and Warranties. Each Original Lien Grantor represents and warrants that:


 


(a)          Such
Lien Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction
of organization in its Perfection Certificate.


 


(b)          Schedule
1 lists all Equity Interests in Subsidiaries and Affiliates owned by such Lien Grantor as of the ARCA Effective Date. Such Lien
Grantor holds all such Equity Interests directly (i.e., not through a Subsidiary, a Securities Intermediary or any other
Person).


 


(c)          Schedule
2 lists, as of the ARCA Effective Date, (i) all Securities owned by such Lien Grantor (except Securities evidencing Equity Interests
in Subsidiaries and Affiliates) and (ii) all Securities Accounts to which Financial Assets are credited in respect of which such
Lien Grantor owns Security Entitlements. Such Lien Grantor owns no Commodity Account in respect of which such Lien Grantor is the
Commodity Customer.


 


(d)          All
Pledged Equity Interests owned by such Lien Grantor are owned by it free and clear of any Lien other than (i) the Transaction Liens,
(ii) any inchoate tax liens and (iii) other Liens permitted under Section 6.01(b) or Section 6.01(n) of the Credit Agreement. All
shares of capital stock included in such Pledged Equity Interests (including shares of capital stock in respect of which such Lien
Grantor owns a Security Entitlement) have been duly authorized and validly issued and are fully paid and non-assessable. None of
such Pledged Equity Interests is subject to any option to purchase or similar right of any Person. Such Lien Grantor is not and
will not become a party to or otherwise bound by any agreement (except the Loan Documents, the Term Loan Documents and the documents
governing Indebtedness that is secured by a Lien on such Pledged Equity Interests that is permitted under Section 6.01(b) or Section
6.01(n) of the Credit Agreement) which restricts in any manner the rights of any present or future holder of any Pledged Equity
Interest with respect thereto.


 


(e)          Such
Lien Grantor has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material),
free and clear of any Lien other than Permitted Liens.


 


(f)          Such
Lien Grantor has not performed any acts that might prevent the Agent from enforcing any of the provisions of the Security Documents
or that would limit the Agent in any such enforcement. No financing statement, security agreement, mortgage or similar or equivalent
document or instrument covering all or part of the Collateral owned by such Lien Grantor is on file or of record in any jurisdiction
in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements,
mortgages or other similar or equivalent documents with respect to Permitted Liens. After the ARCA Effective Date, no Collateral
owned by such Lien Grantor will be in the possession or under the Control of any other Person having a claim thereto or security
interest therein, other than a Permitted Lien.


 




    		13	 



     


    

 


(g)          The
Transaction Liens on all Personal Property Collateral owned by such Lien Grantor (i) have been validly created, (ii) will attach
to each item of such Collateral on the ARCA Effective Date (or, if such Lien Grantor first obtains rights thereto on a later date,
on such later date) and (iii) when so attached, will secure all the Secured Obligations or such Lien Grantor’s Transaction
Guarantee, as the case may be.


 


(h)          When
the relevant Mortgages have been duly executed and delivered, the Transaction Liens on all Real Property Collateral owned by such
Lien Grantor as of the ARCA Effective Date will have been validly created and will secure all the Secured Obligations or such Lien
Grantor’s Transaction Guarantee, as the case may be. When such Mortgages (and memoranda of lease with respect to any leasehold
interests included in such Real Property Collateral) have been duly recorded, such Transaction Liens will rank prior to all other
Liens (except Permitted Liens) on such Real Property Collateral.


 


(i)           Such
Lien Grantor has delivered a Perfection Certificate to the Agent. The information set forth therein is correct and complete as
of the ARCA Effective Date.


 


(j)           When
UCC financing statements describing the Collateral as “all personal property” have been filed in the offices specified
in such Perfection Certificate, the Transaction Liens will constitute perfected security interests in the Personal Property Collateral
owned by such Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior
to all Liens and rights of others therein except Permitted Liens. When, in addition to the filing of such UCC financing statements,
the applicable Intellectual Property Filings have been made with respect to such Lien Grantor’s Recordable Intellectual Property
(including any future filings required pursuant to Sections 4(a) and 6(a)), the Transaction Liens will constitute perfected security
interests in all right, title and interest of such Lien Grantor in its Recordable Intellectual Property to the extent that security
interests therein may be perfected by such filings, prior to all Liens and rights of others therein except Permitted Liens. Except
for (i) the filing of such UCC financing statements, (ii) such Intellectual Property Filings, (iii) the due recordation of memoranda
of lease with respect to the Pledged leasehold interests and (iv) the due recordation of the Mortgages, no registration, recordation
or filing with any governmental body, agency or official is required in connection with the execution or delivery of the Security
Documents or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Transaction
Liens or for the enforcement of the Transaction Liens.


 




    		14	 



     


    

 


(k)          Such
Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect (and maintain the perfection
of) its interest in any Accounts or Chattel Paper purchased or otherwise acquired by it, as against its assignors and creditors
of its assignors.


 


(l)           Such
Lien Grantor’s Collateral is insured as required by the Credit Agreement.


 


(m)         All
of such Lien Grantor’s Inventory has or will have been produced in compliance with the applicable requirements of the Fair
Labor Standards Act, as amended.


 


Section
4. Further Assurances; General Covenants. Each Lien Grantor covenants as follows:


 


(a)          Such
Lien Grantor will, from time to time, at the Borrower’s expense, execute, deliver, file and record any statement, assignment,
instrument, document, agreement or other paper and take any other action (including any Intellectual Property Filing and any filing
of financing or continuation statements under the UCC) that from time to time may be reasonably necessary or desirable, or that
the Agent may reasonably request, in order to:


 


(i)          create,
preserve, perfect, confirm or validate the Transaction Liens on such Lien Grantor’s Collateral;


 


(ii)         in
the case of Pledged Deposit Accounts and Pledged Investment Property, cause the Agent to have Control thereof;


 


(iii)        enable
the Agent and the other Secured Parties to obtain the full benefits of the Security Documents; or


 


(iv)        enable
the Agent to exercise and enforce any of its rights, powers and remedies with respect to any of such Lien Grantor’s Collateral.


 


To the extent permitted by applicable law, such Lien Grantor
authorizes the Agent to execute and file such financing statements or continuation statements without such Lien Grantor’s
signature appearing thereon. Such Lien Grantor constitutes the Agent its attorney-in-fact to execute and file all Intellectual
Property Filings and other filings required or so requested for the foregoing purposes, all acts of such attorney being hereby
ratified and confirmed; and such power, being coupled with an interest, shall be irrevocable until all the Transaction Liens granted
by such Lien Grantor terminate pursuant to Section 19. The Borrower will pay the costs of, or incidental to, any Intellectual Property
Filings and any recording or filing of any financing or continuation statements or other documents recorded or filed pursuant hereto.


 




    		15	 



     


    

 


(b)          Such
Lien Grantor will not (i) change its name or corporate structure, (ii) change its location (determined as provided in UCC Section
9-307) or (iii) become bound, as provided in UCC Section 9-203(d) or otherwise, by a security agreement entered into by another
Person, unless it shall have given the Agent at least 30 days prior notice thereof.


 


(c)          Except
for sales of inventory in the ordinary course of business, such Lien Grantor will not sell, lease, exchange, assign or otherwise
dispose of, or grant any option with respect to, any of its Collateral; provided that such Lien Grantor may do any of the
foregoing unless (i) doing so would violate a covenant in the Credit Agreement or (ii) an Event of Default shall have occurred
and be continuing and the Agent shall have notified such Lien Grantor that its right to do so is terminated, suspended or otherwise
limited. Concurrently with any sale, lease or other disposition (except a sale or disposition to another Lien Grantor or a lease)
permitted by the foregoing proviso, the Transaction Liens on the assets sold or disposed of (but not in any Proceeds arising
from such sale or disposition) will cease immediately without any action by the Agent or any other Secured Party. The Agent will,
at the Borrower’s expense, execute and deliver to the relevant Lien Grantor such documents as such Lien Grantor shall reasonably
request to evidence the fact that any asset so sold or disposed of is no longer subject to a Transaction Lien.


 


(d)          Such
Lien Grantor will, promptly upon request, provide to the Agent all information and evidence concerning such Lien Grantor’s
Collateral that the Agent may reasonably request from time to time to enable it to enforce the provisions of the Security Documents.


 


Section
5. Equipment. Each Lien Grantor covenants that it will not permit any of its Pledged Equipment to become a fixture
to real estate or an accession to any personal property that is not included in the Collateral.


 


Section
6. Recordable Intellectual Property. Each Lien Grantor covenants as follows:


 


(a)          On
the ARCA Effective Date (in the case of an Original Lien Grantor) or the date on which it signs and delivers its first Security
Agreement Supplement (in the case of any other Lien Grantor), such Lien Grantor will sign and deliver to the Agent Intellectual
Property Security Agreements with respect to all Recordable Intellectual Property then owned by it. Within 30 days after each June
30 and December 31 thereafter, it will sign and deliver to the Agent an appropriate Intellectual Property Security Agreement covering
any Recordable Intellectual Property owned by it on such June 30 or December 31 that is not covered by any previous Intellectual
Property Security Agreement so signed and delivered by it. Each Lien Grantor hereby authorizes the Agent to make all Intellectual
Property Filings necessary to record the Transaction Liens on its Recordable Intellectual Property.


 




    		16	 



     


    

 


(b)          Such
Lien Grantor will notify the Agent promptly if it knows that any application or registration relating to any Recordable Intellectual
Property owned or licensed by it that is material to its business may become abandoned or dedicated to the public, or of any adverse
determination or development (including the institution of, or any adverse determination or development in, any proceeding in the
United States Copyright Office, the United States Patent and Trademark Office or any court) regarding such Lien Grantor’s
ownership of such Recordable Intellectual Property, its right to register or patent the same, or its right to keep and maintain
the same. If any of such Lien Grantor’s rights to any Recordable Intellectual Property are infringed, misappropriated or
diluted in any material respect by a third party, such Lien Grantor will notify the Agent within 30 days after it learns thereof
and will, unless such Lien Grantor shall reasonably determine that such action would be of negligible value, economic or otherwise,
promptly sue for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation
or dilution, and take such other actions as such Lien Grantor shall reasonably deem appropriate under the circumstances to protect
such Recordable Intellectual Property.


 


Section
7. Investment Property. Each Lien Grantor represents, warrants and covenants as follows:


 


(a)          Certificated
Securities. On the ARCA Effective Date (in the case of an Original Lien Grantor) or the date on which it signs and delivers
its first Security Agreement Supplement (in the case of any other Lien Grantor), such Lien Grantor will deliver to the Applicable
Agent as Collateral hereunder all certificates representing Pledged Certificated Securities then owned by such Lien Grantor (to
the extent not already delivered). Thereafter, whenever such Lien Grantor acquires any other certificate representing a Pledged
Certificated Security, such Lien Grantor will immediately deliver such certificate to the Applicable Agent as Collateral hereunder.
The provisions of this subsection are subject to the limitation in Section 7(j) in the case of voting Equity Interests in a Foreign
Subsidiary.


 




    		17	 



     


    

 


(b)          Uncertificated
Securities. On the ARCA Effective Date (in the case of an Original Lien Grantor) or the date on which it signs and delivers
its first Security Agreement Supplement (in the case of any other Lien Grantor), such Lien Grantor will enter into (and cause the
relevant issuer to enter into) an Issuer Control Agreement in respect of each Pledged Uncertificated Security then owned by such
Lien Grantor and deliver such Issuer Control Agreement to the Applicable Agent (which shall enter into the same). Thereafter,
whenever such Lien Grantor acquires any other Pledged Uncertificated Security, such Lien Grantor will enter into (and cause the
relevant issuer to enter into) an Issuer Control Agreement in respect of such Pledged Uncertificated Security and deliver such
Issuer Control Agreement to the Applicable Agent (which shall enter into the same). The provisions of this subsection are subject
to the limitation in Section 7(j) in the case of voting Equity Interests in a Foreign Subsidiary.


 


(c)          Security
Entitlements. On the ARCA Effective Date (in the case of an Original Lien Grantor) or the date on which it signs and delivers
its first Security Agreement Supplement (in the case of any other Lien Grantor), such Lien Grantor will, with respect to each Security
Entitlement then owned by it, enter into (and cause the relevant Securities Intermediary to enter into) a Securities Account Control
Agreement in respect of such Security Entitlement and the Securities Account to which the underlying Financial Asset is credited
and will deliver such Securities Account Control Agreement to the Applicable Agent (which shall enter into the same). Thereafter,
whenever such Lien Grantor acquires any other Security Entitlement, such Lien Grantor will, as promptly as practicable, cause the
underlying Financial Asset to be credited to a Controlled Securities Account. Notwithstanding the foregoing provisions of this
clause (c), the Lien Grantors have the right not to comply therewith with respect to Securities Accounts having an aggregate value
of less than $1,000,000 in the aggregate for all Lien Grantors; provided, that if an Event of Default occurs and is continuing,
the Applicable Agent may terminate the foregoing right not to comply, or reduce the amount thereof, by giving at least 10 Business
Days’ notice of such termination or reduction to the relevant Lien Grantors.


 


(d)          Perfection
as to Certificated Securities. When such Lien Grantor delivers the certificate representing any Pledged Certificated Security
owned by it to the Applicable Agent and complies with Section 7(h) in connection with such delivery, (i) the Transaction Lien on
such Pledged Certificated Security will be perfected, subject to no prior Liens or rights of others (except non-consensual Liens
permitted under Section 6.01 of the Credit Agreement having priority as a matter of law), (ii) the Applicable Agent will have Control
of such Pledged Certificated Security and (iii) the Applicable Agent will be a protected purchaser (within the meaning of UCC Section
8-303) thereof.


 




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(e)          Perfection
as to Uncertificated Securities. When such Lien Grantor, the Applicable Agent and the issuer of any Pledged Uncertificated
Security owned by such Lien Grantor enter into an Issuer Control Agreement with respect thereto, (i) the Transaction Lien on such
Pledged Uncertificated Security will be perfected, subject to no prior Liens or rights of others (except non-consensual Liens permitted
under Section 6.01 of the Credit Agreement having priority as a matter of law), (ii) the Applicable Agent will have Control of
such Pledged Uncertificated Security and (iii) the Applicable Agent will be a protected purchaser (within the meaning of UCC Section
8-303) thereof.


 


(f)          Perfection
as to Security Entitlements. So long as the Financial Asset underlying any Security Entitlement owned by such Lien Grantor
is credited to a Controlled Securities Account, (i) the Transaction Lien on such Security Entitlement will be perfected, subject
to no prior Liens or rights of others (except Liens and rights of the relevant Securities Intermediary that are Permitted Liens
and any other Liens consented to by the Applicable Agent, and non-consensual Liens permitted under Section 6.01 of the Credit Agreement
having priority as a matter of law), (ii) the Applicable Agent will have Control of such Security Entitlement and (iii) no action
based on an adverse claim to such Security Entitlement or such Financial Asset, whether framed in conversion, replevin, constructive
trust, equitable lien or other theory, may be asserted against the Applicable Agent or any other Secured Party.


 


(g)          Agreement
as to Applicable Jurisdiction. In respect of all Security Entitlements owned by such Lien Grantor, and all Securities Accounts
to which the related Financial Assets are credited, the Securities Intermediary’s jurisdiction (determined as provided in
UCC Section 8-110(e)) will at all times be located in the United States.


 


(h)          Delivery
of Pledged Certificates. All Pledged Certificates, when delivered to the Applicable Agent, will be in suitable form for transfer
by delivery, or accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately witnessed,
all in form and substance satisfactory to the Applicable Agent.


 


(i)           Communications.
Each Lien Grantor will promptly give to the Applicable Agent copies of any material notices and communications received by it with
respect to (i) Pledged Securities registered in the name of such Lien Grantor or its nominee and (ii) Pledged Security Entitlements
as to which such Lien Grantor is the Entitlement Holder.


 


(j)           Foreign
Subsidiaries. A Lien Grantor will not be obligated to comply with the provisions of this Section at any time with respect to
any voting Equity Interest in a Foreign Subsidiary if and to the extent (but only to the extent) that such voting Equity Interest
is excluded from the Transaction Liens at such time pursuant to clause (B) of the proviso at the end of Section 2(a) and/or the
comparable provisions of one or more Security Agreement Supplements.


 




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(k)          Compliance
with Applicable Foreign Laws. If and so long as the Collateral includes (i) any Equity Interest in, or other Investment Property
issued by, a legal entity organized under the laws of a jurisdiction outside the United States or (ii) any Security Entitlement
in respect of a Financial Asset issued by such a foreign legal entity, the relevant Lien Grantor will take all such action as may
be required under the laws of such foreign jurisdiction to ensure that the Transaction Lien on such Collateral ranks prior to all
Liens and rights of others therein.


 


Section
8. Controlled Deposit Accounts. Each Lien Grantor represents, warrants and covenants as follows:


 


(a)          All
cash owned by such Lien Grantor will be deposited, upon or promptly after the receipt thereof, in one or more Controlled Deposit
Accounts. Each Controlled Deposit Account will be operated as provided in Section 10.


 


(b)          In
respect of each Controlled Deposit Account, the Depositary Bank’s jurisdiction (determined as provided in UCC Section 9-304)
will at all times be a jurisdiction in which Article 9 of the Uniform Commercial Code is in effect.


 


(c)          So
long as the Applicable Agent has Control of a Controlled Deposit Account, the Transaction Lien on such Controlled Deposit Account
will be perfected, subject to no prior Liens or rights of others (except the Depositary Bank’s right to deduct its normal
operating charges and any uncollected funds previously credited thereto and any other Liens consented to by the Applicable Agent,
and non-consensual Liens permitted under Section 6.01 of the Credit Agreement having priority as a matter of law).


 


(d)          Materiality
Exception. The Lien Grantors have the right not to comply with the foregoing provisions of this Section with respect to (i)
Deposit Accounts that are payroll or trust accounts and (ii) other Deposit Accounts having total collected balances that do not
at any time exceed $2,000,000 in the aggregate for all Lien Grantors.


 


Section
9. Cash Collateral Accounts. (a) The Lien Grantors will establish the following Deposit Accounts (each such Deposit
Account, a “Cash Collateral Account”), which will be operated as provided in this Section and Section 10:


 


(i)          the
Collection Account, which shall be under the exclusive control of the Agent; and


 




    		20	 



     


    

 


(ii)         the
Letter of Credit Account, which shall be under the exclusive control of the Agent.


 


(b)          The
following amounts shall be deposited into the Cash Collateral Accounts:


 


(i)          the
Lien Grantors shall deposit to the Collection Account all amounts required pursuant to Sections 2.12(b) and 5.11(b) of the Credit
Agreement;


 


(ii)         the
Lien Grantors shall deposit to the Letter of Credit Account all amounts required pursuant to Sections 2.03(k) and 2.12(a)(ii) and
Article 7 of the Credit Agreement; and


 


(iii)        the
Agent shall deposit to the Collection Account each amount realized or otherwise received with respect to assets of any Lien Grantor
upon any exercise of remedies pursuant to any Security Document.


 


(c)          The
Agent shall maintain such records and/or establish such sub-accounts as shall be required to enable it to identify the amounts
held in each Cash Collateral Account from time to time pursuant to each clause of subsection (b) of this Section, as applicable.


 


(d)          The
Agent shall withdraw amounts from the Cash Collateral Accounts and apply them for the following purposes:


 


(i)          any
amounts deposited in the Collection Account shall be applied by the Agent on each Business Day to prepay outstanding Loans or to
increase the amount of Cash Collateralization in the Letter of Credit Account in accordance with Section 2.12(a) of the Credit
Agreement; and


 


(ii)         any
amounts deposited to the Letter of Credit Account shall (i) be held as collateral security for the Borrower’s reimbursement
obligations in respect of any LC Exposure and withdrawn and applied against the Borrower’s reimbursement obligations in respect
of any unreimbursed LC Disbursements, (ii) if an Event of Default shall have occurred and be continuing or if the maturity of the
Loans shall have been accelerated pursuant to Article 7 of the Credit Agreement, be held as collateral security for the Secured
Obligations and, in the discretion of the Agent, transferred to the Collection Account or (iii) be returned to the Borrower in
accordance with the terms of the Credit Agreement.


 




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Section
10. Operation of Collateral Accounts. (a) Funds held in any Cash Collateral Account may, until withdrawn, be invested
and reinvested in such Permitted Investments as the Borrower shall request from time to time; provided that if an Event
of Default shall have occurred and be continuing, the Agent (in the case of the Collection Account and the Letter of Credit Account)
or the Applicable Agent (in the case of all other Cash Collateral Accounts) may select such Permitted Investments. Funds held in
any Controlled Deposit Account or Controlled Securities Account may, until withdrawn, be invested and reinvested in such Permitted
Investments as the Borrower shall request from time to time; provided that if a Liquidity Trigger Period shall be continuing,
the Applicable Agent may select such Permitted Investments. Any investment income received on the Cash Collateral Accounts will
be deposited into and become part of the Cash Collateral Accounts.


 


(b)          With
respect to each Controlled Deposit Account and each Controlled Securities Account (it being understood that the provisions of Section
9 shall apply to all Cash Collateral Accounts), the Applicable Agent will instruct the relevant Securities Intermediary or Depositary
Bank that the relevant Lien Grantor may withdraw, or direct the disposition of, funds held therein unless and until the Applicable
Agent rescinds such instruction. The Applicable Agent will not rescind such instructions unless a Liquidity Trigger Period shall
be continuing.


 


(c)          If
an Event of Default shall have occurred and be continuing, the Agent (with respect to the Collection Account and the Letter of
Credit Account) and the Applicable Agent (with respect to any other Collateral Account) may retain or liquidate, or instruct the
relevant Securities Intermediary or Depositary Bank to retain or liquidate, any or all cash or investments then held in such Collateral
Account and/or withdraw any amounts held therein and apply such amounts as provided in Section 14.


 


Section
11. Transfer of Record Ownership. At any time when an Event of Default shall have occurred and be continuing, the
Applicable Agent may (and to the extent that action by it is required, the relevant Lien Grantor, if directed to do so by the Applicable
Agent, will as promptly as practicable) cause each of the Pledged Securities (or any portion thereof specified in such direction)
to be transferred of record into the name of the Applicable Agent or its nominee. Each Lien Grantor will take any and all actions
reasonably requested by the Applicable Agent to facilitate compliance with this Section. If the provisions of this Section are
implemented, Section 7(b) shall not thereafter apply to any Pledged Security that is registered in the name of the Applicable Agent
or its nominee. The Applicable Agent will promptly give to the relevant Lien Grantor copies of any notices and other communications
received by the Applicable Agent with respect to Pledged Securities registered in the name of the Applicable Agent or its nominee.


 




    		22	 



     


    

 


Section
12. Right to Vote Securities. (a) Unless an Event of Default shall have occurred and be continuing, each Lien Grantor
will have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to any Pledged Security
owned by it and the Financial Asset underlying any Pledged Security Entitlement owned by it, and the Agent will, upon receiving
a written request from such Lien Grantor, deliver to such Lien Grantor or as specified in such request such proxies, powers of
attorney, consents, ratifications and waivers in respect of any such Pledged Security that is registered in the name of the Agent
or its nominee or any such Pledged Security Entitlement as to which the Agent or its nominee is the Entitlement Holder, in each
case as shall be specified in such request and be in form and substance satisfactory to the Agent. Unless an Event of Default shall
have occurred and be continuing, the Applicable Agent will have no right to take any action which the owner of a Pledged Partnership
Interest or Pledged LLC Interest is entitled to take with respect thereto, except the right to receive payments and other distributions
to the extent provided herein.


 


(b)          If
an Event of Default shall have occurred and be continuing, the Applicable Agent will have the right (but not the obligation), to
the extent permitted by law (and, in the case of a Pledged Partnership Interest or Pledged LLC Interest, by the relevant partnership
agreement, limited liability company agreement, operating agreement or other governing document), to vote, to give consents, ratifications
and waivers and to take any other action with respect to the Pledged Investment Property, the other Pledged Equity Interests (if
any) and the Financial Assets underlying the Pledged Security Entitlements, with the same force and effect as if the Applicable
Agent were the absolute and sole owner thereof, and each Lien Grantor will take all such action as the Applicable Agent may reasonably
request from time to time to give effect to such right.


 


Section
13. Remedies upon Event of Default. (a) If an Event of Default shall have occurred and be continuing, the Agent may
exercise (or cause its sub-agents to exercise) any or all of the remedies available to it (or to such sub-agents) under the Security
Documents.


 


(b)          Without
limiting the generality of the foregoing and subject to the terms of the ABL Intercreditor Agreement with respect to each Type
of Common Collateral, if an Event of Default shall have occurred and be continuing, the Agent may exercise on behalf of the Secured
Parties all the rights of a secured party under the UCC (whether or not in effect in the jurisdiction where such rights are exercised)
with respect to any Personal Property Collateral and, in addition, the Agent (with respect to the Collection Account and the Letter
of Credit Account) and the Applicable Agent (with respect to any other Collateral Account) may, without being required to give
any notice, except as herein provided or as may be required by mandatory provisions of law, withdraw all cash held in such Collateral
Account and apply such cash as provided in Section 14 and, if there shall be no such cash or if such cash shall be insufficient
to pay all the Secured Obligations in full, sell, lease, license or otherwise dispose of the Collateral or any part thereof. Notice
of any such sale or other disposition shall be given to the relevant Lien Grantor(s) as required by Section 16. The foregoing provisions
of this subsection shall apply to Real Property Collateral only to the extent permitted by applicable law and the provisions of
any applicable Mortgage or other document.


 




    		23	 



     


    

 


(c)          Without
limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, and subject to the terms
of the ABL Intercreditor Agreement with respect to each Type of Common Collateral:


 


(i)          the
Agent may license or sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any
Pledged intellectual property (including any Pledged Recordable Intellectual Property) throughout the world for such term or terms,
on such conditions and in such manner as the Agent shall in its sole discretion determine; provided that such licenses or
sublicenses do not conflict with any existing license of which the Agent shall have received a copy;


 


(ii)         the
Agent may (without assuming any obligation or liability thereunder), at any time and from time to time, in its sole and reasonable
discretion, enforce (and shall have the exclusive right to enforce) against any licensee or sublicensee all rights and remedies
of any Lien Grantor in, to and under any of its Pledged intellectual property and take or refrain from taking any action under
any thereof, and each Lien Grantor releases the Agent and each other Secured Party from liability for, and agrees to hold the Agent
and each other Secured Party free and harmless from and against any claims and expenses arising out of, any lawful action so taken
or omitted to be taken with respect thereto, except for claims and expenses arising from the Agent’s or such Secured Party’s
gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final and non-appealable decision;
and


 


(iii)        upon
request by the Agent (which shall not be construed as implying any limitation on its rights or powers), each Lien Grantor will
execute and deliver to the Agent a power of attorney, in form and substance satisfactory to the Agent, for the implementation of
any sale, lease, license or other disposition of any of such Lien Grantor’s Pledged intellectual property or any action related
thereto. In connection with any such disposition, but subject to any confidentiality restrictions imposed on such Lien Grantor
in any license or similar agreement, such Lien Grantor will supply to the Agent its know-how and expertise relating to the relevant
intellectual property or the products or services made or rendered in connection with such intellectual property, and its customer
lists and other records relating to such intellectual property and to the distribution of said products or services.


 




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Section
14. Application of Proceeds. (a) If an Event of Default shall have occurred and be continuing, the Agent may apply
(i) any cash held in the Collection Account and the Letter of Credit Account and (ii) subject to the terms of the ABL Intercreditor
Agreement with respect to each Type of Common Collateral, any amounts held in any other Collateral Account and the proceeds of
any sale or other disposition of all or any part of the Collateral, in the following order of priorities:


 


first,         to pay the expenses of such sale
or other disposition, including reasonable compensation to agents of and counsel for the Agent, and all expenses, liabilities
and advances incurred or made by the Agent in connection with the Security Documents, and any other amounts then due and payable
to the Agent pursuant to Section 15 or pursuant to Section 10.05 of the Credit Agreement;


 


second,    to pay ratably (x) the unpaid principal
of the Obligations and (y) all Secured Obligations constituting Banking Services Obligations or Secured Hedging Obligations (or
provide for the payment thereof pursuant to Section 14(b)), until payment in full thereof shall have been made (or so provided
for);


 


third,       to pay ratably (i) all interest
(including Post-Petition Interest) on the Obligations and (ii) all Fees payable under the Credit Agreement, until payment in full
of all such interest and Fees shall have been made;


 


fourth,     to pay ratably (or provide for
the payment thereof pursuant to Section 14(b)) all other Secured Obligations, until payment in full of all such other Secured
Obligations shall have been made (or so provided for);


 


fifth,         to the Term Loan Agent to be applied
in accordance with Section 14 of the Term Loan Security Agreement; and


 


finally,     to pay to the relevant Lien Grantor,
or as a court of competent jurisdiction may direct, any surplus then remaining from the proceeds of the Collateral owned by it;


 


provided that (i) Collateral owned by a Subsidiary Guarantor
and any proceeds thereof shall be applied pursuant to the foregoing clauses only to the extent that the value thereof does not
exceed the largest amount that would not render the Transaction Guarantee of such Subsidiary Guarantor subject to avoidance under
Section 548 of the United States Bankruptcy Code or any comparable provisions of applicable law. The Agent may make such distributions
hereunder in cash or in kind or, on a ratable basis, in any combination thereof.


 




    		25	 



     


    

 


(b)          If
at any time any portion of any monies collected or received by the Agent would, but for the provisions of this Section 14(b), be
payable pursuant to Section 14(a) in respect of a Contingent Secured Obligation, the Agent shall not apply any monies to pay such
Contingent Secured Obligation but instead shall request the holder thereof, at least 10 days before each proposed distribution
hereunder, to notify the Agent as to the maximum amount of such Contingent Secured Obligation if then ascertainable (e.g.,
in the case of a letter of credit, the maximum amount available for subsequent drawings thereunder). If the holder of such Contingent
Secured Obligation does not notify the Agent of the maximum ascertainable amount thereof at least two Business Days before such
distribution, such holder will not be entitled to share in such distribution. If such holder does so notify the Agent as to the
maximum ascertainable amount thereof, the Agent will allocate to such holder a portion of the monies to be distributed in such
distribution, calculated as if such Contingent Secured Obligation were outstanding in such maximum ascertainable amount. However,
the Agent will not apply such portion of such monies to pay such Contingent Secured Obligation, but instead will hold such monies
or invest such monies in Permitted Investments. All such monies and Permitted Investments and all proceeds thereof will constitute
Collateral hereunder, but will be subject to distribution in accordance with this Section 14(b) rather than Section 14(a). The
Agent will hold all such monies and Permitted Investments and the net proceeds thereof in trust until all or part of such Contingent
Secured Obligation becomes a Non-Contingent Secured Obligation, whereupon the Agent at the request of the relevant Secured Party
will apply the amount so held in trust to pay such Non-Contingent Secured Obligation; provided that, if the other Secured
Obligations theretofore paid pursuant to the same clause of Section 14(a) (i.e., clause second or fourth)
were not paid in full, the Agent will apply the amount so held in trust to pay the same percentage of such Non-Contingent Secured
Obligation as the percentage of such other Secured Obligations theretofore paid pursuant to the same clause of Section 14(a). If
(i) the holder of such Contingent Secured Obligation shall advise the Agent that no portion thereof remains in the category of
a Contingent Secured Obligation and (ii) the Agent still holds any amount held in trust pursuant to this Section 14(b) in respect
of such Contingent Secured Obligation (after paying all amounts payable pursuant to the preceding sentence with respect to any
portions thereof that became Non-Contingent Secured Obligations), such remaining amount will be applied by the Agent in the order
of priorities set forth in Section 14(a).


 


(c)          In
making the payments and allocations required by this Section, the Agent may rely upon information supplied to it pursuant to Section
18(c). All distributions made by the Agent pursuant to this Section shall be final (except in the event of manifest error) and
the Agent shall have no duty to inquire as to the application by any Secured Party of any amount distributed to it.


 




    		26	 



     


    

 


Section
15. Fees and Expenses; Indemnification. (a) The Borrower and the Guarantors, jointly and severally, will forthwith
upon demand pay to the Agent:


 


(i)          the
amount of any taxes that the Agent may have been required to pay by reason of the Transaction Liens or to free any Collateral from
any other Lien thereon;


 


(ii)         the
amount of any and all reasonable out-of-pocket expenses, including transfer taxes and reasonable fees and expenses of counsel,
professional advisors and other experts, that the Agent may incur in connection with (x) the administration or enforcement of the
Security Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection,
rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the
Agent of any of its rights or powers under the Security Documents;


 


(iii)        the
amount of any fees that the Borrower shall have agreed in writing to pay to the Agent and that shall have become due and payable
in accordance with such written agreement; and


 


(iv)        the
amount required to indemnify the Agent and its directors, officers, agents, counsel and employees (collectively, the “Indemnitees”)
for, or hold them harmless and defend them against, any loss, liability or expense (including the reasonable fees and expenses
of its counsel, professional advisors and any experts or sub-agents appointed by it hereunder) incurred or suffered by the Indemnitees
in connection with the Security Documents, except to the extent that such loss, liability or expense arises from the Agent’s
gross negligence or willful misconduct or a breach of any duty that the Agent has under this Agreement (after giving effect to
Sections 17 and 18), as determined by a court of competent jurisdiction in a final and non-appealable decision.


 


Any such amount not paid to the Agent on demand will bear interest
for each day thereafter until paid at a rate per annum equal to the sum of 2% plus the rate applicable to Base Rate Loans for such
day.


 


(b)          If
any transfer tax, documentary stamp tax or other tax is payable in connection with any transfer or other transaction provided for
in the Security Documents, the Borrower will pay such tax and provide any required tax stamps to the Agent or as otherwise required
by law.


 




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Section
16. Authority to Administer Collateral. Each Lien Grantor irrevocably appoints the Agent its true and lawful attorney,
with full power of substitution, in the name of such Lien Grantor, any Secured Party or otherwise, for the sole use and benefit
of the Secured Parties, but at the Borrower’s expense, to the extent permitted by law to exercise, at any time and from time
to time while an Event of Default shall have occurred and be continuing, all or any of the following powers with respect to all
or any of such Lien Grantor’s Collateral:


 


(a)          to
demand, sue for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof,


 


(b)          to
settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto,


 


(c)          to
sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Agent
were the absolute owner thereof, and


 


(d)          to
extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto;


 


provided that, except in the case of Personal Property
Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market,
the Agent will give the relevant Lien Grantor at least ten days’ prior written notice of the time and place of any public
sale thereof or the time after which any private sale or other intended disposition thereof will be made. Any such notice shall
(i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to
be notified pursuant to UCC Section 9-611(c); provided that, if the Agent fails to comply with this sentence in any respect,
its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.


 


Section
17. Limitation on Duty in Respect of Collateral. Beyond the exercise of reasonable care in the custody and preservation
thereof, the Agent will have no duty as to any Collateral in its possession or control or in the possession or control of any sub-agent
or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto.
The Agent will be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession
or control if such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not
be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any
act or omission of any sub-agent or bailee selected by the Agent in good faith, except to the extent that such liability arises
from the Agent’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final and
non-appealable decision.


 




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Section
18. General Provisions Concerning the Agent. 


 


(a)          The
provisions of Article 8 of the Credit Agreement shall inure to the benefit of the Agent, and shall be binding upon all Lien Grantors
and all Secured Parties, in connection with this Agreement and the other Security Documents. Without limiting the generality of
the foregoing, (i) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default
has occurred and is continuing, (ii) the Agent shall not have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated by the Security Documents that the Agent is required in writing
to exercise by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances
as provided in Section 10.09 of the Credit Agreement), and (iii) except as expressly set forth in the Loan Documents, the Agent
shall not have any duty to disclose, and shall not be liable for any failure to disclose, any information relating to any Group
Member that is communicated to or obtained by the Agent or any of its Affiliates in any capacity. The Agent shall not be responsible
for the existence, genuineness or value of any Collateral or for the validity, perfection, continuation, priority or enforceability
of any Transaction Lien, including without limitation the filing, form, content or renewal of UCC financing statements, Mortgages
or similar documents or instruments, whether impaired by operation of law or by reason of any action or omission to act on its
part under the Security Documents. The Agent shall be deemed not to have knowledge of any Event of Default unless and until written
notice thereof is given to the Agent by a Lien Grantor or a Secured Party.


 


(b)          Sub-
Agents and Related Parties. The Agent may perform any of its duties and exercise any of its rights and powers through one or
more sub-agents appointed by it and shall not be responsible for the negligence of such sub-agents appointed with reasonable care.
The Agent and any such sub-agent may perform any of its duties and exercise any of its rights and powers through its Related Parties.
The exculpatory provisions of Section 17 and this Section shall apply to any such sub-agent and to the Related Parties of the Agent
and any such sub-agent.


 




    		29	 



     


    

 


(c)          Information
as to Secured Obligations and Actions by Secured Parties. For all purposes of the Security Documents, including determining
the amounts of the Secured Obligations and whether a Secured Obligation is a Contingent Secured Obligation or not, or whether any
action has been taken under any Secured Agreement, the Agent will be entitled to rely on information from (i) its own records for
information as to the Lenders, the Issuing Lender, their Secured Obligations and actions taken by them, (ii) any Secured Party
for information as to its Secured Obligations and actions taken by it, to the extent that the Agent has not obtained such information
from its own records, and (iii) the Borrower, to the extent that the Agent has not obtained information from the foregoing sources.


 


(d)          Refusal
to Act. The Agent may refuse to act on any notice, consent, direction or instruction from any Secured Parties or any agent,
trustee or similar representative thereof that, in the Agent’s opinion, (i) is contrary to law or the provisions of any Security
Document, (ii) may expose the Agent to liability (unless the Agent shall have been indemnified, to its reasonable satisfaction,
for such liability by the Secured Parties that gave such notice, consent, direction or instruction) or (iii) is unduly prejudicial
to Secured Parties not joining in such notice, consent, direction or instruction.


 


Section
19. Termination of Transaction Liens; Release of Collateral. (a) The Transaction Liens granted by each Guarantor
shall terminate when its Transaction Guarantee terminates in accordance with the Credit Agreement.


 


(b)          The
Transaction Liens shall terminate when all the Release Conditions are satisfied; provided, that if at any time any payment
of a Secured Obligation is rescinded or must be otherwise restored or returned upon the insolvency or receivership of the Borrower
or otherwise, the Transaction Liens shall be reinstated.


 


(c)          At
any time before the Transaction Liens terminate, the Agent may, at the written request of the Borrower, release any Collateral
(but not all or substantially all the Collateral) with the prior written consent of the Required Lenders.


 


(d)          Upon
any termination of a Transaction Lien or release of Collateral, the Agent will, at the expense of the relevant Lien Grantor, execute
and deliver to such Lien Grantor such documents as such Lien Grantor shall reasonably request to evidence the termination of such
Transaction Lien or the release of such Collateral, as the case may be.


 


Section
20. Additional Lien Grantors. Any Subsidiary may become a party hereto by signing and delivering to the Agent a Security
Agreement Supplement, whereupon such Subsidiary shall become a “Lien Grantor” as defined herein.


 




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Section
21. Notices. Each notice, request or other communication given to any party hereunder shall be given or made in accordance
with Section 10.01 of the Credit Agreement.


 


Section
22. No Implied Waivers; Remedies Not Exclusive. No failure by the Agent or any Secured Party to exercise, and no
delay in exercising and no course of dealing with respect to, any right or remedy under any Security Document shall operate as
a waiver thereof; nor shall any single or partial exercise by the Agent or any Secured Party of any right or remedy under any Loan
Document preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights and remedies specified
in the Loan Documents are cumulative and are not exclusive of any other rights or remedies provided by law.


 


Section
23. Successors and Assigns. This Agreement is for the benefit of the Agent and the Secured Parties. If all or any
part of any Secured Party’s interest in any Secured Obligation is assigned or otherwise transferred in a transaction permitted
under the Credit Agreement, the transferor’s rights hereunder, to the extent applicable to the obligation so transferred,
shall be automatically transferred with such obligation. This Agreement shall be binding on the Lien Grantors and their respective
successors and assigns.


 


Section
24. Amendments and Waivers. Neither this Agreement nor any provision hereof may be waived, amended, modified or terminated
except pursuant to an agreement or agreements in writing entered into by the Agent, with the consent of such Lenders as are required
to consent thereto under Section 10.09 of the Credit Agreement. No such waiver, amendment or modification shall (i) be binding
upon any Lien Grantor, except with the written consent of the Borrower or (ii) affect the rights of a Secured Party (other than
a Lender) hereunder more adversely than it affects the comparable rights of the Lenders hereunder, without the consent of such
Secured Party.


 


Section
25. Choice of Law. This Agreement shall be construed in accordance with and governed by the laws of the State of
New York, except as otherwise required by mandatory provisions of law and except to the extent that remedies provided by the laws
of any jurisdiction other than the State of New York are governed by the laws of such jurisdiction.


 


Section
26. Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY. EACH PARTY HERETO
(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE
OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION.


 




    		31	 



     


    

 


Section
27. Severability. Any provision of any Security Document held to be invalid, illegal or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting
the validity, legality and enforceability of the remaining provisions thereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other jurisdiction.


 


Section
28. Credit Agreement. In the event of any conflict or inconsistency between the provisions of the Credit Agreement
and this Agreement but subject to Section 30, the provisions of the Credit Agreement shall control. In the event of any conflict
or inconsistency between the provisions of the other Security Documents and this Agreement but subject to Section 30, the provisions
of this Agreement shall govern and control.


 


Section
29. Counterparts. This Agreement may be executed in any number of counterparts by the parties hereto on separate
counterparts, each of which, when so executed and delivered, shall be deemed an original, but all such counterparts shall together
constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by telecopier
or electronic image scan transmission (such as a “pdf” file) will be effective as delivery of a manually executed counterpart
of this Agreement.


 


Section
30. ABL Intercreditor Agreement. Reference is made to the ABL Intercreditor Agreement. Notwithstanding anything herein
to the contrary, the lien and security interest granted to the Agent, for the benefit of the Secured Parties, pursuant to this
Agreement and the exercise of any right or remedy by the Agent and the other Secured Parties hereunder are subject to the provisions
of the ABL Intercreditor Agreement. In the event of any conflict or inconsistency between the provisions of the ABL Intercreditor
Agreement and this Agreement, the provisions of the ABL Intercreditor Agreement shall control.


 




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Section
31. Amendment And Restatement. On the ARCA Effective Date, the Existing Security Agreement shall be amended and restated
in its entirety by this Agreement, and the Existing Security Agreement shall thereafter be and shall be deemed replaced and superseded
in all respects by this Agreement. The parties hereto acknowledge and agree that (i) this Agreement and the other Loan Documents,
whether executed and delivered in connection herewith or otherwise, do not constitute a novation or termination of the Secured
Obligations under the Existing Security Agreement or the other Loan Documents as in effect prior to the ARCA Effective Date and
which remain outstanding as of the ARCA Effective Date, (ii) the Secured Obligations under the Existing Security Agreement and
the other Loan Documents are in all respects continuing (as amended and restated hereby and which are in all respects hereinafter
subject to the terms herein) and (iii) without in any way limiting the grant of security pursuant to Section 2 of this Agreement,
the Liens and security interests as granted under the Existing Security Agreement and the other applicable Loan Documents securing
payment of such Secured Obligations are in all respects continuing and in full force and effect and are reaffirmed hereby. To the
extent applicable, the Lien Grantors hereby acknowledge, confirm and agree that any financing statements, fixture filings, filings
with the United States Patent and Trademark Office or the United States Copyright Office or other instruments similar in effect
to the foregoing under applicable law covering all or any part of the Collateral previously filed in favor of the Agent under the
Existing Security Agreement are in full force and effect as of the date hereof and each Lien Grantor ratifies its authorization
for the Agent to file in any relevant jurisdictions any such financing statement, fixture filing or other instrument relating to
all or any part of the Collateral if filed prior to the date hereof.


 




    		33	 



     


    

 


IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.


 


	 	TOWER AUTOMOTIVE HOLDINGS USA, LLC, as Borrower
	 	 	 
	 	By:	/s/Dennis Pike
	 	 	Name:	Dennis Pike
	 	 	Title:	Treasurer


 


	 	JPMORGAN CHASE BANK, N.A., as Agent
	 	 	 
	 	By:	/s/Robert D. Bryant
	 	 	Name:	Robert D. Bryant
	 	 	Title:	Executive Director


 




     


     


    

 


	 	Guarantors:
	 	 
	 	TOWER AUTOMOTIVE HOLDINGS I, LLC
	 	 	 
	 	By:	/s/Dennis Pike
	 	 	Name:	Dennis Pike
	 	 	Title:	Treasurer


 


	 	TOWER AUTOMOTIVE HOLDINGS II(a), LLC
	 	 	 
	 	By:	/s/Dennis Pike
	 	 	Name:	Dennis Pike
	 	 	Title:	Treasurer


 


	 	TOWER AUTOMOTIVE OPERATIONS USA I, LLC
	 	 	 
	 	By:	/s/Dennis Pike
	 	 	Name:	Dennis Pike
	 	 	Title:	Treasurer


 


	 	TA HOLDINGS FINANCE, INC.
	 	 	 
	 	By:	/s/Dennis Pike
	 	 	Name:	Dennis Pike
	 	 	Title:	Treasurer


 




     


     


    

 


	 	TOWER INTERNATIONAL, INC. (formerly known as Tower Automotive, LLC), solely for purposes of acknowledging its joint and several obligations under Section 15 hereof
	 	 	 
	 	By:	/s/Dennis Pike
	 	 	Name:	Dennis Pike
	 	 	Title:	Treasurer