Exhibit 10.19


 


Execution Version


 


PLEDGE AND SECURITY AGREEMENT


 


This PLEDGE AND SECURITY AGREEMENT (as it may be
amended, restated, supplemented or modified from time to time, this “Security Agreement”) is entered into as of February 8,
2019, by and among each of the undersigned identified on the signature pages hereto as Grantors (together with any other entity that
may become a party hereto as provided herein, each a “Grantor, and collectively, the “Grantors”), and
TEXAS CAPITAL BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent (the “Administrative Agent”) for
the Lenders and the other Secured Parties.


 


PRELIMINARY STATEMENTS


 


A.           Reference
is made to that certain Credit Agreement dated as of the date hereof, among FLEX LEASING POWER & SERVICE LLC, a Delaware limited
liability company (“Company”, and together with any Domestic Subsidiary of Company that becomes party thereto from
time to time, each a “Borrower” and collectively, the “Borrowers”), the other Loan Parties from
time to time party thereto, the financial institutions from time to time party thereto as lenders (collectively, the “Lenders”)
and TEXAS CAPITAL BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders (as amended, restated, supplemented
or otherwise modified from time to time, the “Credit Agreement”), pursuant to which the Lenders have agreed to make
loans and other extensions of credit to the Borrowers for the purposes set forth therein.


 


B.           The
Loan Parties and/or certain of their Subsidiaries and certain Bank Product Providers have or may enter into certain Bank Product Agreements,
including without limitation, Hedge Agreements (the “Secured Bank Product Agreements”).


 


C.           The
Guarantors have provided a guarantee under the Credit Agreement or may from time to time execute a written guaranty whether by means of
a joinder or assumption agreement related thereto or otherwise (such guarantee and such written guaranty, joinders and assumption agreements,
as they may from time to time be amended, restated, replaced, modified or supplemented, are collectively the “Guaranty”),
pursuant to which, upon the terms and conditions stated therein, the Guarantors party thereto have agreed to guarantee the obligations
of the Borrowers and the other Loan Parties under the Credit Agreement, the other Loan Documents and the Secured Bank Product Agreements.
The Credit Agreement, the Guaranty, the other Loan Documents and the Secured Bank Product Agreements are collectively referred to herein
as the “Secured Transaction Documents”.


 


D.           The
Administrative Agent and the other Secured Parties have conditioned their obligations under the Secured Transaction Documents upon the
execution and delivery by the Grantors of this Security Agreement, and the Grantors have agreed to enter into this Security Agreement
to secure all obligations owing to the Administrative Agent and the other Secured Parties under the Secured Transaction Documents.


 


E.            Each
Grantor has determined that valuable benefits will be derived by it as a result of the Credit Agreement and the extension of credit made
(and to be made) by the Lenders thereunder.


 


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


 






     


     


    







 


ARTICLE I


DEFINITIONS


 


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


 


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


 


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


 


“Account
Debtor” means a Person who is obligated on an Account.


 


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


 


“Amendment”
shall have the meaning set forth in Section 4.4 hereof.


 


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


 


“Assigned
Contracts” means, collectively, all of the Grantors’ rights and remedies under, and all moneys and claims for money due
or to become due to any Grantor under all material contracts, and any and all amendments, supplements, extensions, and renewals thereof
including all rights and claims of the Grantors now or hereafter existing: (a) under any insurance, indemnities, warranties, and
guarantees provided for or arising out of or in connection with any of the foregoing agreements; (b) for any damages arising out
of or for breach or default under or in connection with any of the foregoing contracts; (c) to all other amounts from time to time
paid or payable under or in connection with any of the foregoing agreements; or (d) to exercise or enforce any and all covenants,
remedies, powers and privileges thereunder.


 


“Assumption
Agreement” means an Assumption Agreement substantially in the form of Annex 1 hereto.


 


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


 


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


 


“Collateral
Report” means any certificate, report or other document delivered by any Grantor to the Administrative Agent or any Lender with
respect to the Collateral pursuant to any Loan Document.


 


“Commercial
Tort Claims” shall have the meaning set forth in Article 9 of the UCC.


 


“Commodity
Account Control Agreement” means an agreement, in form and substance reasonably satisfactory to the Administrative Agent, among
any Grantor, a commodity intermediary holding such Grantor’s assets, including funds and commodity contracts, and the Administrative
Agent with respect to collection and control of all deposits, commodity contracts and other balances held in a Commodity Account maintained
by any Grantor with such commodity intermediary.


 


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


 






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“Control”
shall have the meaning set forth in Article 8 or, if applicable, in Section 9.104, 9.105, 9.106 or 9.107 of Article 9 of
the UCC.


 


“Copyrights”
means, with respect to any Person, all of such Person’s right, title, and interest in and to the following: (a) all copyrights,
rights and interests in copyrights, works protectable by copyright, copyright registrations, and copyright applications; (b) all
renewals of any of the foregoing; (c) all income, royalties, damages, and payments now or hereafter due and/or payable under any
of the foregoing, including, without limitation, damages or payments for past or future infringements for any of the foregoing; (d) the
right to sue for past, present, and future infringements of any of the foregoing; and (e) all rights corresponding to any of the
foregoing throughout the world.


 


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


 


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


 


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


 


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


 


“Effective
Date” means (a) with respect to the Borrowers and each other Grantor party hereto on the date hereof, the “Closing
Date” as defined in the Credit Agreement, and (b) with respect to each other Grantor, the “Effective Date” as defined
in the Assumption Agreement by means of which such Grantor becomes a party hereto.


 


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


 


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


 


“Excluded
Payments” shall have the meaning set forth in Section 4.6(c)(iii) hereof.


 


“Exhibit”
refers to a specific exhibit to this Security Agreement (unless another document is specifically referenced) as from time to time supplemented
by any Assumption Agreements.


 


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


 


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


 


“Generator
Location” means, at any time, any customer location where a Grantor’s Generator Units are in the possession of a customer
pursuant to an uptime energy, servicing or lease agreement entered into by a Grantor and such Person in the ordinary course of business.


 


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


 


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


 


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


 


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


 






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


 


“Licenses”
means, with respect to any Person, all of such Person’s right, title, and interest in and to (a) any and all licensing agreements
or similar arrangements in and to its Patents, Copyrights, or Trademarks, (b) all income, royalties, damages, claims, and payments
now or hereafter due or payable under and with respect thereto, including, without limitation, damages and payments for past and future
breaches thereof, and (c) all rights to sue for past, present, and future breaches thereof.


 


“Patents”
means, with respect to any Person, all of such Person’s right, title, and interest in and to: (a) any and all patents and patent
applications; (b) all inventions and improvements described and claimed therein; (c) all reissues, divisions, continuations,
renewals, extensions, and continuations-in-part thereof; (d) all income, royalties, damages, claims, and payments now or hereafter
due or payable under and with respect thereto, including, without limitation, damages and payments for past and future infringements thereof;
(e) all rights to sue for past, present, and future infringements thereof; and (f) all rights corresponding to any of the foregoing
throughout the world.


 


“Pledged
Collateral” means all Instruments, Securities and other Investment Property of the Grantors, whether or not physically delivered
to the Administrative Agent pursuant to this Security Agreement.


 


“Proceeds”
shall have the meaning set forth in Article 9 of the UCC and, in any event shall include, without limitation all dividends or other
income from the Pledged Collateral, collections thereon and distributions or payments with respect thereto.


 


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


 


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


 


“Securities
Account Control Agreement” means an agreement, in form and substance reasonably satisfactory to the Administrative Agent, among
any Grantor, a securities intermediary holding such Grantor’s assets, including funds and securities, or an issuer of Securities,
and the Administrative Agent with respect to collection and control of all deposits, securities and other balances held in a Securities
Account maintained by any Grantor with such securities intermediary.


 


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


 


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


 


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


 


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





 






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“Trademarks” means, with respect to any
Person, all of such Person’s right, title, and interest in and to the following: (a) all trademarks (including service
marks), trade names, trade dress, and trade styles and the registrations and applications for registration thereof and the goodwill
of the business symbolized by the foregoing; (b) all licenses of the foregoing, whether as licensee or licensor; (c) all
renewals of the foregoing; (d) all income, royalties, damages, and payments now or hereafter due or payable with respect
thereto, including, without limitation, damages, claims, and payments for past and future infringements thereof; (e) all rights
to sue for past, present, and future infringements of the foregoing, including the right to settle suits involving claims and
demands for royalties owing; and (f) all rights corresponding to any of the foregoing throughout the world.


 


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


 


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


 


ARTICLE II


GRANT OF SECURITY INTEREST


 


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


 


(i)             all
Pledged Collateral now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the
future may acquire any right, title or interest and whether now existing or hereafter coming into existence;


 


(ii)            all
Accounts;


 


(iii)           all
Chattel Paper;


 


(iv)           all
Copyrights, Patents, Trademarks and other intellectual property;


 


(v)            all
Documents;


 


(vi)           all
Equipment;


 


(vii)          all
Fixtures;


 


(viii)         all
General Intangibles;


 


(ix)           all
Goods;


 


(x)            all
Instruments;


 


(xi)           all
Inventory (including Generator Units);


 


(xii)          all
Investment Property;


 






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(xiii)          all
cash or cash equivalents;


 


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


 


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


 


(xvi)         all
Commercial Tort Claims listed on Exhibit J hereto;


 


(xvii)        all
Securities Accounts;


 


(xviii)       all
Commodity Accounts;


 


(xix)          all
Assigned Contracts;


 


(xx)           all
Hedge Agreements; and


 


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


 


to secure the prompt and complete payment and performance of the Obligations;
provided, however, that “Collateral” shall not include any Excluded Assets; and provided further, that (x) Excluded Assets
shall not include any proceeds, products, substitutions, or replacements of Excluded Assets unless such proceeds, products, substitutions,
or replacements of Excluded Assets would otherwise constitute Excluded Assets and (y) if and when any such item, category or type
of property shall cease to be an Excluded Asset, such property shall be deemed at all times from and after such date to constitute Collateral.


 


ARTICLE III


REPRESENTATIONS AND WARRANTIES


 


Each Grantor represents and warrants to the Administrative
Agent and the Secured Parties that:


 


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


 






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


 


3.3           Principal
Location. Such Grantor’s mailing address and the location of its place of business (if it has only one) or its chief executive
office (if it has more than one place of business), are disclosed in Exhibit A.


 


3.4           Collateral
Locations. All of such Grantor’s locations where Collateral is located, excluding Generator Locations, are listed on Exhibit A.
All of said locations are owned by such Grantor except for locations (a) which are leased by the Grantor as lessee and designated
in Part II(b) of Exhibit A and (b) at which Inventory or other Collateral is held in a public warehouse
or is otherwise held by a bailee or on consignment as designated in Part II(c) of Exhibit A.


 


3.5           Deposit
Accounts, Commodity Accounts and Securities Accounts. All of such Grantor’s Deposit Accounts, Commodity Accounts and Securities
Accounts (including any Excluded Accounts) as of the Effective Date are listed on Exhibit B.


 


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


 


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


 


3.8           Accounts
and Chattel Paper.


 


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


 


(b)           With
respect to its Accounts, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible
Accounts; (ii) to such Grantor’s knowledge, there are no facts, events or occurrences which in any way impair the
validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such
Grantor’s books and records and any invoices, statements and Collateral Reports with respect thereto; (iii) such Grantor
has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might result
in any adverse change in such Account Debtor’s financial condition; and (iv) such Grantor has no knowledge that any
Account Debtor is unable generally to pay its debts as they become due.


 






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(c)           In
addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, statements and Collateral Reports with respect
thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; (ii) no payments
have been or shall be made thereon except payments immediately delivered to a Blocked Account subject to a Deposit Account Control Agreement
as required by Section 2.11 of the Credit Agreement; and (iii) to such Grantor’s knowledge, all Account Debtors have the
capacity to contract.


 


3.9           Inventory.
With respect to any Inventory of any Loan Party scheduled or listed on the most recent Collateral Report, (a) such Inventory (other
than Inventory in transit, Inventory located at a Generator Location or Inventory subject to maintenance or repair) is located at
one of such Grantor’s locations set forth on Exhibit A, (b) no Inventory (other than Inventory in transit, Inventory
located at a Generator Location or Inventory subject to maintenance or repair) is now, or shall at any time or times hereafter be stored
at any other location except as permitted by Section 4.1(g), (c) such Grantor has good, indefeasible and merchantable
title to such Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever except for the Lien
granted to the Administrative Agent, for the benefit of the Administrative Agent and Secured Parties, and except for Permitted Liens,
(d) except as specifically disclosed in the most recent Collateral Report delivered to the Administrative Agent, such Inventory is
Eligible Inventory, Eligible Generator Units or Eligible New Generator Units, as the case may be and (e) such Inventory is not subject
to any licensing, patent, royalty, trademark, trade name or copyright agreements with any third parties which would require any consent
of any third party upon sale or disposition of that Inventory or the payment of any monies to any third party upon such sale or other
disposition.


 


3.10         Intellectual
Property. As of the Effective Date, such Grantor does not have any interest in, or title to, any Patent, Trademark or Copyright except
as set forth in Exhibit D. This Security Agreement is effective to create a valid and continuing Lien and, upon filing of
appropriate financing statements in the offices listed on Exhibit H and this Security Agreement (or, if applicable, such short-form
intellectual property security agreements as the parties may agree upon) with the United States Copyright Office and the United States
Patent and Trademark Office, fully perfected first priority security interests in favor of the Administrative Agent on such Grantor’s
Patents, Trademarks and Copyrights, such perfected security interests are enforceable as such as against any and all creditors of and
purchasers from such Grantor; and all action necessary or desirable to protect and perfect the Administrative Agent’s Lien on such
Grantor’s Patents, Trademarks or Copyrights shall have been duly taken.


 


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


 


3.12         No
Financing Statements, Security Agreements. No financing statement or security agreement describing all or any portion of the Collateral
which has not lapsed or been terminated naming such Grantor as debtor has been filed or is of record in any jurisdiction except (a) for
financing statements or security agreements naming the Administrative Agent on behalf of the Secured Parties as the secured party and
(b) as permitted by Section 4.1(e).


 






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3.13         Pledged
Collateral.


 


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


 


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


 


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


 


ARTICLE IV


COVENANTS


 


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


 


4.1           General.


 


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



 






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(b)           Authorization
to File Financing Statements; Ratification. Such Grantor hereby authorizes the Administrative Agent to file, and if requested will
deliver to the Administrative Agent, all financing statements and other documents and take such other actions as may from time to time
be requested by the Administrative Agent in order to maintain a perfected, security interest in and, if applicable, Control of, the Collateral
owned by such Grantor. Any financing statement filed by the Administrative Agent may be filed in any filing office in any UCC jurisdiction
and may (i) indicate such Grantor’s Collateral (A) as all assets of the Grantor or words of similar effect, regardless
of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction,
or (B) by any other description which reasonably approximates the description contained in this Security Agreement, and (ii) contain
any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing
statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organization identification
number issued to such Grantor, and (B) in the case of a financing statement filed as a fixture filing or indicating such Grantor’s
Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates.
Such Grantor also agrees to furnish any such information to the Administrative Agent promptly upon request. Such Grantor also ratifies
its authorization for the Administrative Agent to have filed in any UCC jurisdiction any initial financing statements or amendments thereto
if filed prior to the date hereof.


 


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


 


(d)           Disposition
of Collateral. Such Grantor will not sell, lease or otherwise dispose of the Collateral owned by it except for dispositions specifically
permitted pursuant to Section 7.8 of the Credit Agreement.


 


(e)           Liens.
Such Grantor will not create, incur, or suffer to exist any Lien on the Collateral owned by it except (i) the security interest created
by this Security Agreement, and (ii) other Permitted Liens.


 


(f)            Other
Financing Statements. Such Grantor will not authorize the filing of any financing statement naming it as debtor covering all or any
portion of the Collateral owned by it, except as permitted by Section 4.1(e). Such Grantor acknowledges that it is not authorized
to file any financing statement or amendment or termination statement with respect to any financing statement without the prior written
consent of the Administrative Agent, subject to such Grantor’s rights under Section 9.509(d)(2) of the UCC.


 


(g)           Locations.
Such Grantor will not (i) maintain any Collateral owned by it (other than Collateral in transit and Collateral subject to
maintenance or repair) at any location other than those locations listed on Exhibit A and Generator Locations,
(ii) otherwise change, or add to, such locations (other than Generator Locations) without the Administrative Agent’s
prior written consent as required by the Credit Agreement (and if the Administrative Agent gives such consent, such Grantor will
concurrently therewith obtain a Collateral Access Agreement for each such location to the extent required by Section 4.13),
or (iii) change its principal place of business or chief executive office from the location identified on Exhibit A,
other than as permitted by Section 4.15 and the Credit Agreement.


 






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


 


4.2           Receivables.


 


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


 


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


 


(c)           Delivery
of Invoices. Promptly after the request of the Administrative Agent, such Grantor will deliver to the Administrative Agent duplicate
invoices with respect to each Account owned by it bearing such language of assignment as the Administrative Agent shall specify.


 


(d)           Disclosure
of Counterclaims on Receivables. If (i) any discount, credit or agreement to make a rebate or to otherwise reduce the amount
owing on any Receivable owned by such Grantor exists and such discount, credit or rebate exceeds $50,000 or (ii) if, to the knowledge
of such Grantor, any dispute, setoff, claim, counterclaim or defense exists or has been asserted or threatened with respect to any such
Receivable is in excess of $50,000 individually and $150,000 in the aggregate, such Grantor will promptly disclose such fact to the Administrative
Agent in the next Borrowing Base Report submitted by it.


 


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


 


4.3           Inventory
and Equipment.


 


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


 


(b)           Returned
Inventory. All returned Inventory shall be subject to the Administrative Agent’s Liens thereon. Whenever any Inventory is returned,
the related Account shall be deemed ineligible to the extent of the amount owing by the Account Debtor with respect to such returned Inventory.


 






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(c)           Equipment.
Such Grantor shall not permit any Equipment to become a fixture with respect to real property or to become an accession with respect to
other personal property with respect to which real or personal property the Administrative Agent does not have a Lien. Such Grantor will
not, without the Administrative Agent’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed),
alter or remove any identifying symbol or number on any of such Grantor’s Equipment constituting Collateral. Such Grantor will maintain
a perpetual Inventory reporting system at all times.


 


(d)           Certificated
Generator Units, Vehicles and other Rolling Stock. Within 30 days (or such later date agreed to by the Administrative Agent) after
(i) the Effective Date with respect to each of the Generator Units, vehicles or other rolling stock covered by a certificate of title
set forth on Exhibit E hereto as of the Effective Date or (ii) the date upon which any Grantor acquires a Generator Unit,
vehicle or other rolling stock covered by a certificate of title after the Effective Date, the applicable Grantor will deliver to the
Administrative Agent or its agent or other designee, the original certificate of title of any Generator Unit, vehicle or other rolling
stock title certificate, and, in each case, provide and/or file all other documents or instruments necessary to have the Lien of the Administrative
Agent noted on any such certificate or with the appropriate state office. Notwithstanding the foregoing, the Grantors shall not be required
to deliver to the Administrative Agent the original certificates of title with respect to any vehicles and other rolling stock that are
not included in the Borrowing Base with an aggregate net book value of $250,000.


 


4.4           Delivery
of Instruments, Securities, Chattel Paper and Documents. Such Grantor will (a) subject to Section 6.17 of the Credit Agreement,
deliver to the Administrative Agent immediately upon execution of this Security Agreement, the originals of all certificated Securities
constituting Collateral owned by it on the Effective Date (if any then exist), (b) deliver to the Administrative Agent immediately
upon execution of this Security Agreement, the originals of all Chattel Paper and other Instruments, in each case with a value in excess
of $50,000, constituting Collateral owned by it on the Effective Date (if any then exist), (c) hold in trust for the Administrative
Agent upon receipt and immediately thereafter deliver to the Administrative Agent (i) any such Securities constituting Collateral
or (ii) any such Chattel Paper and Instruments, in each case, with a value in excess of $50,000, constituting Collateral, (d) not
permit the aggregate value of all Chattel Paper and other Instruments constituting Collateral and owned by the Grantors for which the
originals have not been delivered to the Administrative Agent pursuant to the foregoing clauses (b) and (c)(ii) to exceed $100,000,
(e) promptly within five Business Days of the Administrative Agent’s request, deliver to the Administrative Agent (and thereafter
hold in trust for the Administrative Agent upon receipt and immediately deliver to the Administrative Agent) any Document evidencing or
constituting Collateral, (f) mark conspicuously all original Chattel Paper, Instruments and Documents (other than any delivered
to the Administrative Agent) with an appropriate reference to the security interest of the Administrative Agent and (g) promptly
within five Business Days of the Administrative Agent’s request, deliver to the Administrative Agent a duly executed amendment to
this Security Agreement, in the form of Exhibit I hereto (the “Amendment”), pursuant to which such Grantor
will pledge such additional Collateral. Such Grantor hereby authorizes the Administrative Agent to attach each Amendment to this Security
Agreement and agrees that all additional Collateral owned by it set forth in such Amendments shall be considered to be part of the Collateral.







 


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


 






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4.6           Pledged
Collateral.


 


(a)           Grantors
as Issuers. In the case of each Grantor that is an issuer of Pledged Collateral, such Grantor agrees that it will be bound by the
terms of this Security Agreement relating to the Pledged Collateral issued by it and will comply with such terms insofar as such terms
are applicable to it.


 


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


 


(c)           Exercise
of Rights in Pledged Collateral.


 


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


 


(ii)           Such
Grantor will permit the Administrative Agent or its nominee at any time after the occurrence of an Event of Default, without notice and
so long as the Obligations have been accelerated (upon demand or otherwise) pursuant to Section 9.2 of the Credit Agreement, to exercise
all voting rights or other rights relating to the Pledged Collateral owned by it, including, without limitation, exchange, subscription
or any other rights, privileges, or options pertaining to any Equity Interest or Investment Property constituting such Pledged Collateral
as if it were the absolute owner thereof;


 


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


 






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(iv)           All
Excluded Payments and all other distributions in respect of any of the Pledged Collateral owned by such Grantor, whenever paid or made,
shall be delivered to the Administrative Agent to hold as Pledged Collateral and shall, if received by such Grantor, be received in trust
for the benefit of the Administrative Agent, be segregated from the other property or funds of such Grantor and be forthwith delivered
to the Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).


 


4.7           Intellectual
Property.


 


(a)           If
requested by the Administrative Agent, such Grantor will use commercially reasonable efforts to secure all consents and approvals necessary
or appropriate for the assignment to or benefit of the Administrative Agent of any License held by such Grantor and to enforce the security
interests granted hereunder.


 


(b)           Such
Grantor shall notify the Administrative Agent immediately if it knows or has reason to know that any application or registration relating
to any Patent, Trademark or Copyright (now or hereafter existing) may become abandoned or dedicated, 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) regarding such Grantor’s ownership of any Patent, Trademark or
Copyright, its right to register the same, or to keep and maintain the same.


 


(c)           In
no event shall such Grantor, either directly or through any agent, employee, licensee or designee, file an application for the registration
of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar
office or agency without giving the Administrative Agent prior written notice thereof, and, upon request of the Administrative Agent,
such Grantor shall execute and deliver any and all security agreements as the Administrative Agent may request to evidence the Administrative
Agent’s first priority security interest on such Patent, Trademark or Copyright, and the General Intangibles of such Grantor relating
thereto or represented thereby.


 


(d)           Such
Grantor shall take all actions necessary or requested by the Administrative Agent to maintain and pursue each application, to obtain the
relevant registration and to maintain the registration of each of its Patents, Trademarks and Copyrights (now or hereafter existing),
including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and
cancellation proceedings, unless such Grantor and the Administrative Agent shall determine that such Patent, Trademark or Copyright is
not material to the conduct of such Grantor’s business.


 


(e)           Such
Grantor shall, unless it shall reasonably determine that such Patent, Trademark or Copyright is in no way material to the conduct of its
business or operations, promptly sue for infringement, misappropriation or dilution and to recover any and all damages for such infringement,
misappropriation or dilution, and shall take such other actions as the Administrative Agent shall deem appropriate under the circumstances
to protect such Patent, Trademark or Copyright. In the event that such Grantor institutes suit because any of its Patents, Trademarks
or Copyrights constituting Collateral is infringed upon, or misappropriated or diluted by a third party, such Grantor shall comply with
Section 4.8.


 






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4.8           Commercial
Tort Claims. Such Grantor shall (a) promptly, and in any event within two Business Days after the same is acquired by it, notify
the Administrative Agent of any commercial tort claim (as defined in the UCC) acquired by it that could reasonably be expected to result
in a judgment or settlement in such Grantor’s favor in excess of $50,000 and, unless the Administrative Agent otherwise consents,
such Grantor shall enter into an amendment to this Security Agreement, in the form of Exhibit I hereto, granting to Administrative
Agent a first priority security interest in such Commercial Tort Claim and (b) not permit the aggregate expected amount of judgments
or settlements in favor of the Grantors in respect of all Commercial Tort Claims for which the Administrative Agent has not been granted
a first priority security interest pursuant to clause (a) to exceed $100,000.


 


4.9           Letter-of-Credit
Rights. If such Grantor is or becomes the beneficiary of a letter of credit with a face amount in excess of $50,000, it shall promptly,
and in any event within two Business Days after becoming a beneficiary, notify the Administrative Agent thereof and cause the issuer and/or
confirmation bank to (a) consent to the assignment of any Letter-of-Credit Rights to the Administrative Agent and (b) agree
to direct all payments thereunder to a Blocked Account for application to the Obligations, in accordance with Section 2.5(d) of
the Credit Agreement, all in form and substance reasonably satisfactory to the Administrative Agent. No Grantor shall permit the aggregate
face amounts of all letters of credit for which the Grantors are beneficiary and for which the applicable Grantor has not taken the steps
set forth in the immediately preceding sentence to exceed $100,000.


 


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


 


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


 


4.12         Insurance.
Each Grantor shall maintain insurance in accordance with the requirements of Section 6.5 of the Credit Agreement. All premiums on
any such insurance shall be paid when due by such Grantor, and copies of the policies delivered to the Administrative Agent. If such Grantor
fails to obtain any insurance as required by this Section, the Administrative Agent may obtain such insurance at such Grantor’s
expense. By purchasing such insurance, the Administrative Agent shall not be deemed to have waived any Default arising from such Grantor’s
failure to maintain such insurance or pay any premiums therefor.


 


4.13        Collateral
Access Agreements.


 


(a)           For
any location leased by a Grantor or where any Inventory of such Grantor is in the possession or control of any Person other than a Grantor
or any of its Subsidiaries (other than a Generator Location), such Grantor shall obtain Collateral Access Agreements in accordance with
Section 6.14 of the Credit Agreement; provided that to the extent a Collateral Access Agreement has not been provided for such location,
a Rent Reserve for rent, charges and other amounts due or to become due with respect to such location may be established by the Administrative
Agent in its Permitted Discretion. Such Grantor shall timely and fully pay and perform its obligations under all leases and other agreements
with respect to each leased location or third-party warehouse where any Collateral is or may be located.


 






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(b)           For
each Generator Location, such Grantor (i) shall not prepare, draft, amend, supplement or modify any uptime energy, servicing or
lease agreement for any Generator Unit in a manner that adversely affects the rights and security interests of the Administrative
Agent hereunder, and (ii) with respect to any uptime energy, servicing or lease agreement for any Generator Units entered into
by such Grantor after the Closing Date for any Generator Location, such Grantor shall use commercially reasonable efforts to include
the following provision or a similar provision reasonably acceptable to the Administrative Agent in each such uptime energy,
servicing or lease agreement: “Customer shall provide Flex Leasing Power & Service LLC, a Delaware limited
liability company (“Company”), and its officers, representatives, agents and lenders with access to the site at
all times while Company’s Equipment is present on Customer’s locations; provided that, any party not an officer,
representative or agent of Company shall (i) not enter the site without the prior consent of Customer, which consent shall not
be unreasonably withheld; (ii) adhere to the safety requirements of Customer and Company; and (iii) be accompanied by an
officer, representative or agent of Company at all times.”


 


4.14         Control
Agreements. Subject to Section 6.12 of the Credit Agreement, for each Deposit Account, Securities Account and Commodity Account
(other than Excluded Accounts) that such Grantor at any time maintains, such Grantor will, substantially contemporaneously with the opening
of such Deposit Account, Securities Account or Commodity Account (other than Excluded Accounts), pursuant to a Control Agreement in form
and substance satisfactory to the Administrative Agent, pursuant to which such Control Agreement shall cause the depository bank that
maintains such Deposit Account, securities intermediary that maintains such Securities Account, or commodities intermediary that maintains
such Commodity Account, as applicable, to agree to comply at any time with instructions from the Administrative Agent to such depository
bank, securities intermediary or commodities intermediary directing the disposition of funds from time to time credited to such Deposit
Account, Securities Account or Commodity Account, without further consent of such Grantor, or take such other action as the Administrative
Agent may approve in order to perfect the Administrative Agent’s security interest in such Deposit Account, Securities Account or
Commodity Account.


 


4.15         Change
of Name or Location; etc. Such Grantor shall not (a) change its name as it appears in official filings in the state of its incorporation
or organization, (b) change its chief executive office, principal place of business or mailing address, (c) change the type
of entity that it is, (d) change its organization identification number, if any, issued by its state of incorporation or other organization,
or (e) change its state of incorporation or organization, in each case, unless the Administrative Agent shall have received at least
thirty (30) days prior written notice of such change and the Administrative Agent shall have acknowledged in writing that either (1) such
change will not adversely affect the validity, perfection or priority of the Administrative Agent’s security interest in the Collateral,
or (2) any reasonable action requested by the Administrative Agent in connection therewith has been completed or taken (including
any action to continue the perfection of any Liens in favor of the Administrative Agent, on behalf of the Secured Parties, in any Collateral),
provided that, any new location shall be in the continental U.S. Such Grantor shall not change its fiscal year which currently ends on
December 31 without the prior written consent of the Administrative Agent.


 






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4.16         Assigned
Contracts. If requested by the Administrative Agent, such Grantor will use commercially reasonable efforts to secure all
consents and approvals necessary or appropriate for the assignment to or for the benefit of the Administrative Agent of any Assigned
Contract held by such Grantor and to enforce the security interests granted hereunder. Such Grantor shall fully perform all of its
obligations under each of its Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it
deems appropriate in its business judgment; provided however, that such Grantor shall not take any action or fail to take any
action with respect to its Assigned Contracts which would cause the termination of an Assigned Contract. Without limiting the
generality of the foregoing, such Grantor shall take all action necessary or appropriate to permit, and shall not take any action
which would have any materially adverse effect upon, the full enforcement of all indemnification rights under its Assigned
Contracts. Such Grantor shall notify the Administrative Agent and the Lenders in writing, promptly after such Grantor becomes aware
thereof, of any event or fact which could give rise to a material claim by it for indemnification under any of its Assigned
Contracts, and shall diligently pursue such right and report to the Administrative Agent on all further developments with respect
thereto. Such Grantor shall deposit into a Deposit Account subject to a Deposit Account Control Agreement, all amounts received by
such Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If such Grantor shall fail after the Administrative
Agent’s demand to pursue diligently any right under its Assigned Contracts, or if an Event of Default then exists, the
Administrative Agent may, and at the direction of the Required Lenders shall, directly enforce such right in its own or such
Grantor’s name and may enter into such settlements or other agreements with respect thereto as the Administrative Agent or the
Required Lenders, as applicable, shall determine. In any suit, proceeding or action brought by the Administrative Agent for the
benefit of the Secured Parties under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, such
Grantor shall indemnify and hold the Administrative Agent and Secured Parties harmless from and against all expense, loss or damage
suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder
arising out of a breach by such Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or
liability at any time owing from such Grantor to or in favor of such obligor or its successors. All such obligations of such Grantor
shall be and remain enforceable only against such Grantor and shall not be enforceable against the Administrative Agent or the
Secured Parties. Notwithstanding any provision hereof to the contrary, such Grantor shall at all times remain liable to observe and
perform all of its duties and obligations under its Assigned Contracts, and the Administrative Agent’s or any Secured
Party’s exercise of any of their respective rights with respect to the Collateral shall not release such Grantor from any of
such duties and obligations. Neither the Administrative Agent nor any Secured Party shall be obligated to perform or fulfill any of
such Grantor’s duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as
to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party
thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any
amounts, or any delivery of any property.


 


4.17         Additional
Grantors. Each Grantor agrees to cause each Domestic Subsidiary of Company that is required to become a party to this Security Agreement
pursuant to Section 6.13(a) of the Credit Agreement to become a Grantor for all purposes of this Security Agreement upon execution
and delivery by such Domestic Subsidiary of an Assumption Agreement in the form of Annex 1 hereto.


 


ARTICLE V


EVENTS OF DEFAULT AND REMEDIES


 


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


 


(a)           Any
representation or warranty made by or on behalf of any Grantor under or in connection with this Security Agreement shall be materially
false as of the date on which made.


 


(b)           The
breach by any Grantor of any of the terms or provisions of Article IV.


 


(c)           The
breach by any Grantor (other than a breach which constitutes an Event of Default under any other Section of this Article V)
of any of the terms or provisions of this Security Agreement which is not remedied within ten days after such breach.


 


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


 






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


 


5.2           Remedies.


 


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


 


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


 


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


 


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


 


(iv)           without
notice (except as specifically provided in Section 7.1 or elsewhere herein), demand or advertisement of any kind to any Grantor
or any other Person, enter the premises of any Grantor where any Collateral is located (through self-help and without judicial process)
to collect, receive, assemble, process, appropriate, sell, lease, assign, grant an option or options to purchase or otherwise dispose
of, deliver, or realize upon, the Collateral or any part thereof in one or more parcels at public or private sale or sales (which sales
may be adjourned or continued from time to time with or without notice and may take place at any Grantor’s premises or elsewhere),
for cash, on credit or for future delivery without assumption of any credit risk, and upon such other terms as the Administrative Agent
may deem commercially reasonable; and


 


(v)            so
long as the Obligations have been accelerated (upon demand or otherwise) pursuant to Section 9.2 of the Credit Agreement, concurrently
with written notice to the applicable Grantor, transfer and register in its name or in the name of its nominee the whole or any part of
the Pledged Collateral, to exchange certificates or instruments representing or evidencing Pledged Collateral for certificates or instruments
of smaller or larger denominations, to exercise the voting and all other rights as a holder with respect thereto, to collect and receive
all cash dividends, interest, principal and other distributions made thereon and to otherwise act with respect to the Pledged Collateral
as though the Administrative Agent was the outright owner thereof.


 


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


 






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


 


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


 


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


 


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


 


5.3           Grantor’s
Obligations Upon Event of Default. Upon the request of the Administrative Agent after the occurrence and during the continuance of
an Event of Default, each Grantor will:


 


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


 


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


 


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


 






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5.4           Grant
of Intellectual Property License. For the purpose of enabling the Administrative Agent to exercise the rights and remedies under this
Article V, each Grantor hereby (a) grants to the Administrative Agent, for the benefit of the Administrative Agent and
the Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor)
to use, license or sublicense any intellectual property rights now owned or hereafter acquired by such Grantor, and wherever the same
may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to
all computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Administrative
Agent may sell any of such Grantor’s Inventory directly to any person, including without limitation persons who have previously
purchased the Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement of the Administrative
Agent’s rights under this Security Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor
and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may (but shall have
no obligation to) finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided
herein.


 


ARTICLE VI


ACCOUNT VERIFICATION; ATTORNEY IN FACT; PROXY


 


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


 


6.2           Authorization
for Secured Party to Take Certain Action.


 


(a)           Each
Grantor irrevocably authorizes the Administrative Agent at any time and from time to time in the sole discretion of the
Administrative Agent and appoints the Administrative Agent as its attorney in fact (i) to execute on behalf of such Grantor as
debtor and to file financing statements necessary or desirable in the Administrative Agent’s sole discretion to perfect and to
maintain the perfection and priority of the Administrative Agent’s security interest in the Collateral, (ii) to endorse
and collect any cash proceeds of the Collateral, (iii) to file a carbon, photographic or other reproduction of this Security
Agreement or any financing statement with respect to the Collateral as a financing statement and to file any other financing
statement or amendment of a financing statement (which does not add new collateral or add a debtor) in such offices as the
Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of
the Administrative Agent’s security interest in the Collateral, (iv) to contact and enter into one or more agreements
with the issuers of uncertificated securities which are Pledged Collateral or with securities intermediaries holding Pledged
Collateral as may be necessary or advisable to give the Administrative Agent Control over such Pledged Collateral, (v) to apply
the proceeds of any Collateral received by the Administrative Agent to the Obligations as provided in Section 2.5(d) of
the Credit Agreement, (vi) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such
Liens as are specifically permitted hereunder), (vii) to contact Account Debtors for any reason, (viii) to demand payment
or enforce payment of the Receivables in the name of the Administrative Agent or such Grantor and to endorse any and all checks,
drafts, and other instruments for the payment of money relating to the Receivables, (ix) to sign such Grantor’s name on
any invoice or bill of lading relating to the Receivables, drafts against any Account Debtor of the Grantor, assignments and
verifications of Receivables, (x) to exercise all of such Grantor’s rights and remedies with respect to the collection of
the Receivables and any other Collateral, (xi) to settle, adjust, compromise, extend or renew the Receivables, (xii) to
settle, adjust or compromise any legal proceedings brought to collect Receivables, (xiii) to prepare, file and sign such
Grantor’s name on a proof of claim in bankruptcy or similar document against any Account Debtor of such Grantor, (xiv) to
prepare, file and sign such Grantor’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in
connection with the Receivables, (xv) to change the address for delivery of mail addressed to such Grantor to such address as
the Administrative Agent may designate and to receive, open and dispose of all mail addressed to such Grantor, and (xvi) to do
all other acts and things necessary to carry out this Security Agreement; and such Grantor agrees to reimburse the Administrative
Agent on demand for any payment made or any expense incurred by the Administrative Agent in connection with any of the foregoing; provided
that, this authorization shall not relieve such Grantor of any of its obligations under this Security Agreement, the Credit
Agreement or under any other Loan Document.


 






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


 


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


 


6.4           Nature
of Appointment; Limitation of Duty. THE APPOINTMENT OF THE ADMINISTRATIVE AGENT AS PROXY AND ATTORNEY-IN-FACT IN THIS ARTICLE VI
IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE UNTIL THE DATE ON WHICH THIS SECURITY AGREEMENT IS TERMINATED IN ACCORDANCE WITH
SECTION 7.14. NOTWITHSTANDING ANYTHING CONTAINED HEREIN, NEITHER THE ADMINISTRATIVE AGENT, NOR ANY SECURED PARTY, NOR ANY
OF THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL HAVE ANY DUTY TO EXERCISE ANY RIGHT OR
POWER GRANTED HEREUNDER OR OTHERWISE OR TO PRESERVE THE SAME AND SHALL NOT BE LIABLE FOR ANY FAILURE TO DO SO OR FOR ANY DELAY IN DOING
SO, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT
OF COMPETENT JURISDICTION; PROVIDED THAT, IN NO EVENT SHALL THEY BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL
DAMAGES.


 






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ARTICLE VII


GENERAL PROVISIONS


 


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


 


7.2           Limitation
on Administrative Agent’s and any Secured Party’s Duty with Respect to the Collateral. The Administrative Agent
shall have no obligation to clean-up or otherwise prepare the Collateral for sale. The Administrative Agent and each Secured Party
shall use reasonable care with respect to the Collateral in its possession or under its control. Neither the Administrative Agent
nor any Secured Party shall have any other duty as to any Collateral in its possession or control or in the possession or control of
any agent or nominee of the Administrative Agent or such Secured Party, or any income thereon or as to the preservation of rights
against prior parties or any other rights pertaining thereto. To the extent that applicable law imposes duties on the Administrative
Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is commercially
reasonable for the Administrative Agent (a) to fail to incur expenses deemed significant by the Administrative Agent to prepare
Collateral for disposition or otherwise to transform raw material or work in process into finished goods or other finished products
for disposition, (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 remove Liens 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 such Grantor,
for expressions of interest in acquiring all or any portion of such Collateral, (g) to hire one or more professional
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 capacity 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, such as title, possession or quiet enjoyment,
(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 7.2 is to provide non-exhaustive
indications of what actions or omissions by the Administrative Agent would be commercially reasonable in the Administrative
Agent’s exercise of remedies against the Collateral and that other actions or omissions by the Administrative Agent shall not
be deemed commercially unreasonable solely on account of not being indicated in this Section 7.2. Without limitation
upon the foregoing, nothing contained in this Section 7.2 shall be construed to grant any rights to any Grantor or to
impose any duties on the Administrative Agent that would not have been granted or imposed by this Security Agreement or by
applicable law in the absence of this Section 7.2.


 






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


 


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


 


7.5           Specific
Performance of Certain Covenants. Each Grantor acknowledges and agrees that a breach of any of the covenants contained in Sections
4.1(d), 4.1(e), 4.3(d), 4.4, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.12,
4.13, 4.14, 4.15, 4.16, 4.17 or 5.3 will cause irreparable injury to the Administrative Agent and the
Secured Parties, that the Administrative Agent and Secured Parties have no adequate remedy at law in respect of such breaches and therefore
agrees, without limiting the right of the Administrative Agent or the Secured Parties to seek and obtain specific performance of other
obligations of the Grantors contained in this Security Agreement, that the covenants of the Grantors contained in the Sections referred
to in this Section 7.5 shall be specifically enforceable against the Grantors.


 


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


 


7.7           No
Waiver; Amendments; Cumulative Remedies. No delay or omission of the Administrative Agent or any Lender to exercise any right or
remedy granted under this Security Agreement shall impair such right or remedy or be construed to be a waiver of any Default or an
acquiescence therein, and any single or partial exercise of any such right or remedy shall not preclude any other or further
exercise thereof or the exercise of any other right or remedy. No waiver, amendment or other variation of the terms, conditions or
provisions of this Security Agreement whatsoever (other than any Amendment or Assumption Agreement) shall be valid unless in writing
signed by the Administrative Agent with the concurrence or at the direction of the Lenders required under Section 11.10 of the
Credit Agreement and then only to the extent in such writing specifically set forth. All rights and remedies contained in this
Security Agreement or by law afforded shall be cumulative and all shall be available to the Administrative Agent and the Secured
Parties until the Obligations have been paid in full.


 






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


 


7.9           Reinstatement.
This Security Agreement shall remain in full force and effect and continue to be effective should any petition be filed by or against
any Grantor for liquidation or reorganization, should any Grantor become insolvent or make an assignment for the benefit of any creditor
or creditors or should a receiver or trustee be appointed for all or any significant part of any Grantor’s assets, and shall continue
to be effective or be reinstated, as the case may be, if at any time payment and performance of the 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 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 Obligations shall
be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.


 


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


 


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


 


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


 






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


 


7.14          Termination.
This Security Agreement shall continue in effect (notwithstanding the fact that from time to time there may be no Obligations outstanding)
until (a) the Credit Agreement has terminated pursuant to its express terms and (b) all of the Obligations have been paid and
performed in full (or with respect to any outstanding Letters of Credit, a cash deposit or supporting letter of credit has been delivered
to the Administrative Agent as required by the Credit Agreement) and no commitments of the Administrative Agent or the Secured Parties
which would give rise to any Obligations are outstanding.


 


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


 


7.16          CHOICE
OF LAW. THIS SECURITY AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.


 


7.17          CONSENT
TO JURISDICTION. EACH GRANTOR HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR TEXAS STATE
COURT, IN EITHER CASE, SITTING IN DALLAS COUNTY, TEXAS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SECURITY AGREEMENT
OR ANY OTHER LOAN DOCUMENT AND EACH GRANTOR HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE
HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH
SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF
THE ADMINISTRATIVE AGENT OR ANY SECURED PARTY TO BRING PROCEEDINGS AGAINST ANY GRANTOR IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL
PROCEEDING BY ANY GRANTOR AGAINST THE ADMINISTRATIVE AGENT OR ANY SECURED PARTY OR ANY AFFILIATE OF THE ADMINISTRATIVE AGENT OR ANY SECURED
PARTY INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS SECURITY AGREEMENT OR
ANY OTHER LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN DALLAS COUNTY, TEXAS.


 


7.18          WAIVER
OF JURY TRIAL. EACH GRANTOR, THE ADMINISTRATIVE AGENT AND EACH SECURED PARTY HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING
INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO,
OR CONNECTED WITH THIS SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.


 


7.19          Indemnity.
Section 11.2 of the Credit Agreement is hereby incorporated by reference mutatis mutandis, as if stated verbatim herein as
agreements and obligations of each Grantor.


 






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


 


7.21          Lien
Absolute. All obligations of each Grantor hereunder, shall be absolute and unconditional irrespective of:


 


(a)          any
extension, renewal, settlement, compromise, waiver or release in respect of any of the Obligations, by operation of law or otherwise,
or any obligation of any other guarantor of any of the Obligations, or any default, failure or delay, willful or otherwise, in the payment
or performance of the Obligations;


 


(b)          any
lack of validity or enforceability relating to or against Borrowers, any other Loan Party or any other guarantor of any of the Obligations,
for any reason related to the Credit Agreement, any other Loan Document or any other agreement or instrument governing or evidencing any
Obligations, or any applicable Law purporting to prohibit the payment by Borrowers, any other Loan Party or any other guarantor of the
Obligations of the principal of or interest on the Obligations;


 


(c)          any
modification or amendment of or supplement to the Credit Agreement or any other Loan Document;


 


(d)          any
change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other amendment
or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument governing
or evidencing any Obligations, including any increase or decrease in the rate of interest thereon;


 


(e)          any
change in the corporate existence, structure or ownership of the Borrowers, any other Loan Party or any other guarantor of any of the
Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting Borrowers, any other Loan Party or any
other guarantor of the Obligations, or any of their assets or any resulting release of discharge of any obligation of Borrowers, any other
Loan Party or any other guarantor or any of the Obligations;


 


(f)          any
present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce,
amend, restructure or otherwise affect any term of any Loan Document or Obligations;


 


(g)          any
other setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the
Credit Agreement, any other Loan Document, any other agreement or instrument or the transactions contemplated thereby which might constitute
a legal or equitable defense available to, or discharge of any Grantor; or


 


(h)          any
other act or omission to act or delay of any kind by Borrowers, any other Loan Party, any other guarantor of the Obligations, the Administrative
Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute
a legal or equitable discharge of any Grantor’s obligations hereunder.


 






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7.22          Release.
Each Grantor consents and agrees that the Administrative Agent may at any time, or from time to time, in its discretion:


 


(a)          renew,
extend or change the time of payment, and/or the manner, place or terms of payment of all or any part of the Obligations; and


 


(b)          exchange,
release and/or surrender all or any of the Collateral (including the Pledged Collateral), or any part thereof, by whomsoever deposited,
which is now or may hereafter be held by the Administrative Agent in connection with all or any of the Obligations; all in such manner
and upon such terms as the Administrative Agent may deem proper, and without notice to or further assent from any Grantor, it being hereby
agreed that each Grantor shall be and remain bound upon this Security Agreement, irrespective of the value or condition of any of the
Collateral, and notwithstanding any such change, exchange, settlement, compromise, surrender, release, renewal or extension, and notwithstanding
also that the Obligations may, at any time, exceed the aggregate principal amount thereof set forth in the Credit Agreement, or any other
agreement governing any Obligations.


 


7.23          Intercreditor
Agreement. Notwithstanding anything to the contrary contained in this Security Agreement, the Liens, security interests and rights
granted pursuant to this Security Agreement shall be subject to the terms, provisions and conditions of, the Intercreditor Agreement.
In the event of any conflict between this Security Agreement and the Intercreditor Agreement, the Intercreditor Agreement shall control,
and no right, power, or remedy granted to the Administrative Agent hereunder shall be exercised by the Administrative Agent, nor shall
any direction be given by the Administrative Agent in contravention of, the Intercreditor Agreement.


 


ARTICLE VIII


NOTICES


 


8.1            Sending
Notices. Any notice required or permitted to be given under this Security Agreement shall be given in accordance with Section 11.11
of the Credit Agreement, with each notice to each Grantor other than the Borrowers being given in the same manner as notice to the Borrowers
under the Credit Agreement, provided that such notice shall in each case be sent by United States mail, telecopier, personal delivery
or nationally established overnight courier service, and shall be deemed received (a) when received, if sent by hand or overnight
courier service, or mailed by certified or registered mail notices or (b) when sent, if sent by telecopier (except that, if not given
during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day
for the recipient), in each case addressed to the Grantors at the notice address set forth on Exhibit A, and to the Administrative
Agent and the Lenders at the addresses set forth in accordance with Section 11.11 of the Credit Agreement.


 


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


 


ARTICLE IX


THE ADMINISTRATIVE AGENT


 


Texas Capital Bank, National Association has been
appointed Administrative Agent for the Secured Parties hereunder pursuant to Article 10 of the Credit Agreement. It is expressly
understood and agreed by the parties to this Security Agreement that any authority conferred upon the Administrative Agent hereunder is
subject to the terms of the delegation of authority made by the Secured Parties to the Administrative Agent pursuant to the Credit Agreement,
and that the Administrative Agent has agreed to act (and any successor Administrative Agent shall act) as such hereunder only on the express
conditions contained in such Article 10. Any successor Administrative Agent appointed pursuant to Article 10 of the Credit Agreement
shall be entitled to all the rights, interests and benefits of the Administrative Agent hereunder.


 






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ARTICLE XI


CONSENT TO PLEDGED EQUITY


 


11.1          Each
Grantor and each of its Subsidiaries, in its respective capacity as an issuer of Pledged Collateral (in such capacity, an “Issuer”),
hereby (a) consents to the grant by each other Grantor to the Administrative Agent, for the benefit of the Secured Parties, of a
security interest in and lien on all of the Pledged Collateral, (b) represents to the Administrative Agent that it has no rights
of setoff or other claims against any of the Pledged Collateral, (c) acknowledges and agrees that it shall, upon demand by the Administrative
Agent, pay to the Administrative Agent, for the benefit of the Secured Parties, any dividends and distributions due to any Grantor in
accordance with the terms hereof, and (d) consents to the transfer of such Pledged Collateral to the Administrative Agent or its
nominee following an Event of Default and to the substitution of the Administrative Agent or its nominee as a partner in any partnership
or as a member in any limited liability company with all the rights and powers related thereto.


 


11.2          Each
Grantor hereby authorizes and instructs each Issuer to comply with any instruction received by it from the Administrative Agent in writing
that (a) states that an Event of Default has occurred and (b) is otherwise in accordance with the terms of this Security Agreement,
without any other or further instructions from such Grantor.


 


[Signature Pages Follow]


 






    28


     


    

 


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


 


	 	GRANTORS:
	 	 	 
	 	FLEX LEASING POWER & SERVICE LLC
	 	 	 
	 	By:	/s/ Darin Romine
	 	Name:	Darin Romine
	 	Title:	Vice President—Finance
	 	 	 
	 	FLEX POWER CO.
	 	 	 
	 	By:	/s/ Darin Romine
	 	Name:	Darin Romine
	 	Title:	Vice President


 


[Signature
Page to Pledge And Security Agreement –


Flex Leasing
Power & Service Llc]


 






     


     


    

 


	 	ADMINISTRATIVE AGENT:
	 	 	 
	 	TEXAS CAPITAL BANK, NATIONAL
	 	ASSOCIATION,
	 	as Administrative Agent
	 	 	 
	 	By:	/s/ Jeff A. Tompkins
	 	Name:	Jeff A. Tompkins
	 	Title:	Senior Vice President


 


[Signature
Page to Pledge And Security Agreement –


Flex Leasing
Power & Service Llc]


 






     


     


    

 


The undersigned has executed this Security Agreement
as of the date first above written for the sole purpose of Article XI.


 


	 	FLEX LEASING POWER & SERVICE, ULC
	 	 	 
	 	By:	/s/ Darin Romine
	 	Name:	Darin Romine
	 	Title:	Vice President


 


[Signature
Page to Pledge And Security Agreement –


Flex Leasing
Power & Service Llc]