Exhibit 10.4


 


Executed Copy





SECOND AMENDED AND RESTATED SECURITY AND PLEDGE
AGREEMENT


 


This SECOND AMENDED AND RESTATED
SECURITY AND PLEDGE AGREEMENT (this “Agreement”) is entered into as of December 17, 2020, by and among the parties
identified as “Obligors” on the signature pages hereto and such other parties that may become Obligors hereunder after the
date hereof (each individually, an “Obligor”; and collectively, the “Obligors”), and
Truist Bank, in its capacity as administrative agent (in such capacity, together with any
successors and assigns in such capacity, the “Administrative Agent”) for the holders of the Secured Obligations
(as defined below).


 


R E C I T A L S


 


WHEREAS, pursuant to that
certain Second Amended and Restated Credit Agreement, dated as of the date hereof, by and among Rotech
Healthcare Inc., a Delaware corporation (the “Borrower”), Rotech
Intermediate Holdings LLC, a Delaware limited liability company (“Holdings”), the other Guarantors from
time to time party thereto, the Lenders from time to time party thereto, and Truist Bank,
in its capacities as Administrative Agent, Swingline Lender and Issuing Bank (as amended, restated, amended and restated, supplemented,
increased, extended, refinanced, renewed, replaced, and/or otherwise modified in writing from time to time, the “Credit Agreement”),
the Lenders have agreed to make Loans to, and the Issuing Bank has agreed to issue Letters of Credit for the benefit of, the Borrower,
in each case, upon the terms and subject to the conditions set forth therein; and


 


WHEREAS, this Agreement is
required by the terms of the Credit Agreement.


 


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


 


A G R E E M E N T


 


1.       Definitions.


 


(a)       Capitalized
terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement, provided,
that, the following terms shall have the meanings ascribed to such terms in accordance with the version of the Uniform Commercial
Code enacted, and as in effect from time to time, in the State of New York, except to the extent that such terms may be used in connection
with the perfection of any Collateral, in which case, such terms shall instead have the meanings ascribed to such terms in accordance
with the version of the Uniform Commercial Code enacted, and as in effect from time to time, in the applicable jurisdiction with respect
to such affected Collateral (the “UCC”): “Accession”, “Account”, “Adverse
Claim”, “As-Extracted Collateral”, “Certificated Securities”, “Chattel
Paper”, “Commercial Tort Claim”, “Consumer Goods”, “Deposit Account”,
 “Document”, “Electronic Chattel Paper”, “Equipment”, “Farm Products”,
 “Financial Asset”, “Fixtures”, “General Intangible”, “Goods”,
 “Instrument”, “Inventory”, “Investment Company Security”, “Investment
Property”, “Letter-of-Credit Right”, “Manufactured Home”, “Money”,
 “Proceeds”, “Securities Account”, “Securities Intermediary”, “Security”,
 “Security Entitlement”, “Software”, “Supporting Obligation” and “Tangible
Chattel Paper”.


 


(b)       In
addition, the following terms shall have the meanings set forth below:


 


“Administrative
Agent” has the meaning provided in the introductory paragraph hereof.


 


“Agreement”
has the meaning provided in the introductory paragraph hereof.


 


Second Amended and Restated Security and Pledge Agreement (Rotech Healthcare Inc.)


 






    


     


    

 





“Borrower”
has the meaning provided in the recitals hereof.


 


“Collateral”
has the meaning provided in Section 2 hereof.


 


“Copyright
License” shall mean any written agreement, naming any Obligor as licensor, granting any right under any Copyright.


 


“Copyrights”
shall mean: (a) all registered United States copyrights in all Works, now existing or hereafter created or acquired, all registrations
and recordings thereof, and all applications in connection therewith, including, without limitation, registrations, recordings and applications
in the United States Copyright Office; and (b) all renewals thereof.


 


“Credit
Agreement” has the meaning provided in the recitals hereof.


 


“Existing
Security Agreement” has the meaning provided in Section 22 hereof.


 


“Obligor”
and “Obligors” have the meanings provided in the introductory paragraph hereof.


 


“Patent
License” shall mean any agreement, whether written or oral, providing for the grant by or to an Obligor of any right to
manufacture, use or sell any invention covered by a Patent.


 


“Patents”
shall mean: (a) all letters patent of the United States, or of any other country, and all reissues and extensions thereof; and (b) all
applications for letters patent of the United States, or of any other country, and all divisions, continuations and continuations-in-part
thereof.


 


“Pledged
Equity” shall mean, with respect to each Obligor, (a) one hundred percent (100.0%) of the issued and outstanding Capital
Stock each wholly owned Domestic Subsidiary, and one hundred percent (100.0%) of the issued and outstanding Capital Stock in each non-wholly
owned Domestic Subsidiary (to the extent such pledge is not expressly prohibited under such non Subsidiary’s Organization
Documents as in effect on the Effective Date or, if such Subsidiary is acquired after the Effective Date, so long as such prohibition
or restriction existed prior to the Acquisition of such Subsidiary and was not created in contemplation thereof), and (b) sixty-six percent
(66.0%) (or such greater percentage that, due to a Change in Law after the date hereof, (i) could not reasonably be expected to cause
the undistributed earnings of such Foreign Subsidiary, as determined for United States federal income tax purposes, to be treated as a
deemed dividend to such Foreign Subsidiary’s United States owner or parent, and (ii) could not reasonably be expected to cause any
adverse tax consequences) of the issued and outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956–2(c)(2)),
and one hundred percent (100.0%) of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section
1.956–2(c)(2)), in each Foreign Subsidiary directly owned by any Obligor, including, without limitation, the Capital Stock in any
Subsidiary that is owned by any Obligor as set forth on Schedule 1 hereto, in each case, together with the certificates (or
other agreements or instruments), if any, representing such Capital Stock, and all options and other rights, contractual or otherwise,
with respect thereto, including, but not limited to, the following:


 


(A)       all
Capital Stock representing a dividend thereon, representing a distribution or return of capital upon or in respect thereof, or resulting
from a stock split, revision, reclassification or other exchange therefor, and any subscriptions, warrants, rights or options issued to
the holder thereof, or otherwise issued in respect thereof; and


 


(B)       in
the event of any consolidation or merger involving the issuer thereof and, as a result of which, such issuer is not the surviving
Person, all shares of each class of the Capital Stock of the successor Person formed by, or resulting from, such consolidation or
merger, to the extent that such successor Person is a direct Subsidiary of any Obligor.


 








    2


     


    

 


“Secured
Obligations” shall mean, without duplication: (a) all Obligations; and (b) all costs and expenses incurred in connection
with enforcement and collection of the Obligations, including any fees, charges and disbursements of counsel.


 


“Trademark
License” shall mean any agreement, written or oral, providing for the grant, by or to an Obligor, of any right to use any
Trademark.


 


“Trademarks”
shall mean: (a) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles,
service marks, logos, and other source or business identifiers, and the goodwill associated therewith, now existing or hereafter adopted
or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent
and Trademark Office or in any similar office or agency of the United States, any state thereof or any other country, or of any political
subdivision thereof, or otherwise; and (b) all renewals thereof.


 


“UCC”
has the meaning provided in Section 1(a) hereof.


 


“Work”
shall mean any work that is subject to copyright protection pursuant to Title 17 of the United States Code.


 


2.       Grant
of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration,
mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the benefit
of the holders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title,
and interest of such Obligor in and to all of the following, whether now owned or existing, or owned, acquired or arising hereafter (collectively,
the “Collateral”): (a) (i) all Accounts (other than Government Receivables, with the understanding that once
such Government Receivables are moved to another Deposit Account pursuant to a Sweep Agreement, such proceeds will constitute Collateral),
(ii) all Money, (iii) all Chattel Paper, (iv) those certain Commercial Tort Claims set forth on Schedule 2 hereto, (v) all
Copyrights, (vi) all Copyright Licenses, (vii) all Deposit Accounts, (viii) all Documents, (ix) all Equipment, (x) all Fixtures, (xi)
all General Intangibles, (xii) all Goods, (xiii) all Instruments, (xiv) all Inventory, (xv) all Investment Property, (xvi) all Letter-of-Credit
Rights, (xvii) all Patents, (xviii) all Patent Licenses, (xix) all Pledged Equity, (xx) all Software, (xxi) all Supporting Obligations,
(xxii) all Trademarks, (xxiii) all Trademark Licenses, (xxiv) all books and records related to the Collateral, and (xxv) all Accessions;
and (b) all Proceeds of any and all of the foregoing.


 


Notwithstanding anything to
the contrary contained herein, the security interests granted under this Agreement shall not extend to, and the term “Collateral”
shall not include, any Excluded Property; provided, that, upon the occurrence of an event or events that result in
any such property no longer constituting Excluded Property, a security interest in such property shall be automatically and simultaneously
granted hereunder, and such property shall be included as Collateral hereunder.


 


The Obligors and the Administrative
Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created pursuant to
this Agreement in the Collateral: (A) constitutes continuing collateral security for all of the Secured Obligations, whether now
existing or hereafter arising; and (B) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent
Licenses, Trademarks, or Trademark Licenses.


 


3.       Representations
and Warranties. Each of the Obligors hereby represents and warrants to the Administrative Agent, for the benefit of the holders of
the Secured Obligations, that:


 






    3


     


    

 





(a)       Ownership.
Such Obligor is the legal and beneficial owner of its Collateral and has the right to pledge, sell, assign, or transfer the same. There
exists no Adverse Claim with respect to the Pledged Equity of such Obligor.


 


(b)       Security
Interest / Priority. This Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the
holders of the Secured Obligations, in the Collateral of such Obligor, and, when properly perfected by filing, shall constitute a valid
and perfected, first priority security interest in such Collateral (including all uncertificated Pledged Equity consisting of partnership
or limited liability company interests that do not constitute Securities), to the extent that such security interest can be perfected
by filing under the UCC, free and clear of all Liens except for Liens permitted by Section 7.2 of the Credit Agreement. The taking of
possession by the Administrative Agent of the Certificated Securities (if any) evidencing Pledged Equity, and of all other Instruments
constituting Collateral, will perfect, and establish the first priority of, the Administrative Agent’s security interest in all
of the Pledged Equity evidenced by such Certificated Securities and such Instruments. With respect to any Collateral consisting of a Deposit
Account, Security Entitlement, or assets held in a Securities Account, upon execution and delivery by the applicable Obligor, the bank
or Securities Intermediary, as applicable, and the Administrative Agent of an agreement granting control to the Administrative Agent over
such Collateral, the Administrative Agent shall have a valid and perfected, first priority security interest in such Collateral, subject
to Liens permitted by Section 7.2 of the Credit Agreement.


 


(c)       Types
of Collateral. None of the Collateral consists of, or is the Proceeds of, As-Extracted Collateral, Consumer Goods (other than Inventory
leased to customers in the ordinary course of business), Farm Products, Manufactured Homes or standing timber.


 


(d)       Equipment
and Inventory. With respect to any Equipment and/or Inventory of such Obligor, such Obligor has exclusive possession and control of
such Equipment and Inventory of such Obligor, except for: (i) Equipment leased by such Obligor as a lessee; (ii) Equipment or Inventory
in transit with common carriers; (iii) Equipment and/or Inventory in the possession or control of a warehouseman bailee or any agent or
processor in the ordinary course of business; or (iv) Equipment and/or Inventory leased to customers in the ordinary course of business.
No Inventory of such Obligor is held by a Person other than such Obligor pursuant to consignment, sale or return, sale on approval, or
similar agreement.


 


(e)       Authorization
of Pledged Equity. All Pledged Equity is duly authorized and validly issued, is fully paid and, to the extent applicable, non-assessable,
and is not subject to the preemptive rights, warrants, options, or other rights to purchase of any Person, or of any equity-holder, voting
trust or similar agreements outstanding with respect to, or with respect to property that is convertible into, or that requires the issuance
and sale of, any such Pledged Equity, in each case, except to the extent expressly permitted under the Loan Documents.


 


(f)       No
Other Capital Stock, Instruments, Etc. As of the Effective Date, such Obligor owns all of the certificated Capital Stock in any Subsidiary
that is required to be pledged and delivered by it to the Administrative Agent hereunder, as set forth on Schedule 1 hereto, and
all such certificated Capital Stock has been delivered to the Administrative Agent.


 


(g)       Partnership
and Limited Liability Company Interests. Except as previously disclosed to the Administrative Agent in writing, none of the Collateral
consisting of an interest or interests in a partnership or a limited liability company: (i) is dealt in, or traded on, a securities exchange,
or dealt in a securities market; (ii) by its terms, expressly provides that such interest is a Security governed by Article 8 of the UCC;
(iii) is an Investment Company Security; (iv) is held in a Securities Account; or (v) constitutes a Security or a Financial Asset.


 


(h)       Contracts;
Agreements; Licenses. Except as set forth on Schedule 3 hereto, as of the Effective Date, such Obligor has no Material
Agreements that are non-assignable, whether by their terms or as a matter of Law, or which by their terms prevent the granting of a
security interest therein unless consent has been obtained.


 






    4


     


    

 


(i)       Consents;
Etc. There are no restrictions in any Organization Document governing any Pledged Equity, or any other document related thereto, which
would limit or restrict: (i) the granting of a Lien pursuant to this Agreement on such Pledged Equity; (ii) the perfection of such Lien;
or (iii) the exercise of remedies in respect of such perfected Lien on such Pledged Equity, as contemplated by this Agreement. Except
for (I) the filing or recording of UCC financing statements, (II) the filing of appropriate notices with the United States Patent
and Trademark Office and/or the United States Copyright Office, (III) obtaining control of Collateral to perfect the Liens created
by this Agreement (to the extent required under Section 4(a) hereof), (IV) such actions as may be required by Laws affecting
the offering and sale of securities, (V) such actions as may be required by applicable foreign Laws affecting the pledge of the Pledged
Equity of Foreign Subsidiaries, and (VI) consents, authorizations, filings or other actions which have been obtained or made, no
consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority, and no consent of
any other Person (including, without limitation, any stockholder, member, or creditor of such Obligor, as applicable), is required which
has not been obtained for: (A) the grant by such Obligor of the security interest in the Collateral granted hereby, or the execution
and delivery of, and performance under, this Agreement by such Obligor; (B) the perfection of such security interest (to the extent
that such security interest can be perfected by filing under the UCC, by the granting of control of Collateral (to the extent required
under Section 4(a) hereof), or by filing an appropriate notice with the United States Patent and Trademark Office and/or the
United States Copyright Office); or (C) the exercise by the Administrative Agent, or the holders of the Secured Obligations, of the
rights and remedies provided for in this Agreement.


 


(j)       Commercial
Tort Claims. As of the Effective Date, such Obligor has no Commercial Tort Claims seeking damages in excess of One-Hundred
Fifty Thousand Dollars ($150,000) in any individual instance, or in excess of Three-Hundred Thousand Dollars ($300,000) in the
aggregate when taken together with all Commercial Tort Claims of all of the other Obligors, in each case, other than as set forth on Schedule
2 hereto.


 


(k)       Copyrights,
Patents and Trademarks.


 


(i)       Schedule
4 hereto includes: (A) all registrations or applications for U.S. federal Copyrights, Patents and Trademarks owned by such Obligor
in its own name as of the date hereof; and (B) all material or exclusive Copyright Licenses, Patent Licenses and Trademark Licenses to
which any Obligor is a party as of the date hereof.


 


(ii)       All
registrations pertaining to such Copyrights, Patents and Trademarks have been duly and properly filed, and, to such Obligor’s knowledge,
each Copyright, Patent and Trademark of such Obligor is valid, subsisting, unexpired, enforceable, and has not been abandoned.


 


(iii)       Except
as set forth on Schedule 4 hereto, none of such Copyrights, Patents and Trademarks is the subject of any exclusive licensing or
franchise agreement as of the date hereof.


 


(iv)       Except
as could not reasonably be expected to have a Material Adverse Effect, to such Obligor’s knowledge, no holding, decision or judgment
has been rendered by any Governmental Authority that would limit, cancel, or question the validity of such Copyright, Patent or Trademark.


 


(v)       No
action or proceeding is pending: (A) that is seeking to limit, cancel, or question the validity of any Copyright, Patent or Trademark;
and (B) which could reasonably be expected to have a Material Adverse Effect.


 






    5


     


    

 





4.       Covenants.
Each Obligor covenants that, until such time as the Secured Obligations arising under the Loan Documents have been paid in full and the
Commitments have expired or been terminated, such Obligor shall:


 


(a)       Instruments
/ Chattel Paper / Pledged Equity / Control.


 


(i)       If
any amount in excess of One-Hundred Fifty Thousand Dollars ($150,000) in any individual instance, or in excess of Three
Hundred Thousand Dollars ($300,000) in the aggregate, payable under, or in connection with, any of the Collateral shall be or become evidenced
by any Instrument or Tangible Chattel Paper, or if any property constituting Collateral shall be stored or shipped subject to a Document,
ensure that such Instrument, Tangible Chattel Paper, or Document is either: (A) in the possession of such Obligor at all times; or (B)
if requested by the Administrative Agent to perfect its security interest in such Collateral, is delivered to the Administrative Agent
duly endorsed in a manner satisfactory to the Administrative Agent. Such Obligor shall ensure that any Collateral consisting of Tangible
Chattel Paper is marked with a legend, acceptable to the Administrative Agent, indicating the Administrative Agent’s security interest
in such Tangible Chattel Paper.


 


(ii)       Deliver
to the Administrative Agent promptly, upon the receipt thereof by, or on behalf of, such Obligor, all certificates and instruments constituting
Pledged Equity. Prior to such delivery to the Administrative Agent, all such certificates constituting Pledged Equity shall be held in
trust by such Obligor for the benefit of the Administrative Agent pursuant hereto. All such certificates representing Pledged Equity shall
be delivered in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment
in blank, substantially in the form provided in Exhibit 4(a) hereto (or such other form acceptable to the Administrative Agent
in its reasonable discretion).


 


(iii)       Execute
and deliver all agreements, assignments, instruments or other documents as reasonably requested by the Administrative Agent for the purpose
of obtaining and maintaining control with respect to any Collateral consisting of: (A) Deposit Accounts (other than Excluded Accounts)
to the extent required under Section 5.11(c) of the Credit Agreement); (B) Investment Property; (C) Letter-of-Credit Rights in excess
of One-Hundred Fifty Thousand Dollars ($150,000) in any individual instance; and (D) Electronic Chattel Paper in excess of One-Hundred
Fifty Thousand Dollars ($150,000) in any individual instance.


 


(b)       Filing
of Financing Statements, Notices, Etc. Such Obligor shall execute and deliver to the Administrative Agent such agreements, assignments,
or instruments (including affidavits, notices, reaffirmations, and amendments and restatements of existing documents) as the Administrative
Agent may reasonably request, and do all such other things as the Administrative Agent may reasonably deem necessary or appropriate: (i) to
provide adequate assurance to the Administrative Agent regarding the proper filing, maintenance and perfection of the security interests
created, or proposed to be created, hereunder, including (A) such instruments as the Administrative Agent may from time to time reasonably
request, in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to
Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office, in the form of Exhibit
4(b)(i) hereto (or such other form as reasonably requested by the Administrative Agent), (C) with regard to Patents, a Notice
of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office, in the form of Exhibit 4(b)(ii)
hereto (or such other form as reasonably requested by the Administrative Agent), and (D) with regard to Trademarks, a Notice of Grant
of Security Interest in Trademarks for filing with the United States Patent and Trademark Office, in the form of Exhibit 4(b)(iii)
hereto (or such other form as reasonably requested by the Administrative Agent); (ii) to consummate the transactions contemplated
hereby; and (iii) to otherwise protect, and assure the Administrative Agent of, its rights and interests hereunder.


 






    6


     


    

 





Furthermore, such
Obligor also hereby irrevocably makes, constitutes, and appoints the Administrative Agent, a nominee of the Administrative Agent, or any
other person whom the Administrative Agent may so designate, as such Obligor’s attorney in fact, with full power with respect to,
and for the limited purpose of, preparing and filing (and, to the extent applicable, signing), in the name of such Obligor, any financing
statements, any amendments and/or supplements to financing statements, any renewal financing statements, and any notices and/or similar
documents, which, in the Administrative Agent’s reasonable discretion, would be necessary or appropriate in order to perfect, or
to maintain the perfection of, the security interests granted hereunder, such power, being coupled with an interest, being and remaining
irrevocable until such time as the Secured Obligations arising under the Loan Documents have been paid in full and the Commitments have
been terminated. Such Obligor hereby agrees that a carbon, photographic or other reproduction of this Agreement, or of any relevant financing
statement (or amendment thereof or supplement thereto), shall be sufficient for filing as a financing statement (or amendment thereof
or supplement thereto) by the Administrative Agent, without notice thereof to such Obligor, wherever the Administrative Agent may in its
sole discretion desire to file the same.


 


(c)       Collateral
Held by Warehouseman, Bailee, Etc. If any Collateral with an aggregate book value in excess of Two-Hundred Fifty Thousand Dollars
($250,000) is at any time in the possession or control of a warehouseman, bailee, or any agent or processor of such Obligor, and the Administrative
Agent so requests: (i) notify such Person in writing of the Administrative Agent’s security interest therein; and (ii) use commercially
reasonable efforts to obtain a written acknowledgment from such Person that it is holding such Collateral subject to the security interest
of the Administrative Agent.


 


(d)       Commercial
Tort Claims. (i) Promptly forward to the Administrative Agent an updated Schedule 2 listing any and all Commercial Tort Claims
by, or in favor of, such Obligor seeking damages in excess of One-Hundred Fifty Thousand Dollars ($150,000) in any individual instance,
or in excess of Three-Hundred Thousand Dollars ($300,000) when taken together with all Commercial Tort Claims of all of the other
Obligors, in each case, which are not subject to a Lien in favor of the Administrative Agent for the benefit of itself and the other holders
of the Secured Obligations; and (ii) execute and deliver such statements, documents and notices, and do and cause to be done all such
things, as may be reasonably required by the Administrative Agent, or required by Law, to create, preserve, perfect and maintain the Administrative
Agent’s security interest in any Commercial Tort Claims initiated by, or in favor of, any Obligor.


 


(e)       Books
and Records. Mark its books and records (and cause the issuer(s) of any Pledged Equity of such Obligor to mark its books and records)
to reflect the security interest granted pursuant to this Agreement.


 


(f)       Nature
of Collateral. At all times maintain the Collateral having a book value in excess of One-Hundred Fifty Thousand Dollars ($150,000)
in any individual instance, or Three-Hundred Thousand Dollars ($300,000) in the aggregate as personal property, and not affix any of the
Collateral to any real property in a manner which would change its nature from personal property to real property or a Fixture to real
property, unless the Administrative Agent shall have a perfected Lien on such Fixture or real property.


 


(g)       Issuance
or Acquisition of Capital Stock in Partnership or Limited Liability Company. Not without executing and delivering, or causing to be
executed and delivered, to the Administrative Agent such agreements, documents and instruments as the Administrative Agent may reasonably
require to be executed and delivered in connection therewith, issue or acquire any Pledged Equity consisting of an interest in a partnership
or a limited liability company that: (i) is dealt in, or traded on, a securities exchange, or dealt in a securities market; (ii) by its
terms, expressly provides that such interest is a Security governed by Article 8 of the UCC; (iii) is an Investment Company Security;
(iv) is held in a Securities Account; or (v) constitutes a Security or a Financial Asset.


 






    7


     


    

 





5.       Authorization
to File Financing Statements. Each Obligor hereby authorizes the Administrative Agent to prepare and file such financing statements
(including continuation statements), amendments thereof or supplements thereto, and such other instruments as the Administrative Agent
may, from time to time, deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance
with the UCC (including authorization to describe the Collateral as “all personal property”, “all assets” or words
of similar meaning).


 


6.       Advances.
On failure of any Obligor to perform any of the covenants and agreements contained herein or in any other Loan Document, the Administrative
Agent may, at its sole option and in its sole discretion, if no Default or Event of Default exists, subject to five (5) Business Days’
prior written notice, and, if a Default or Event of Default exists, prior written notice, perform the same, and, in so doing, the Administrative
Agent may expend such sums as it may reasonably deem advisable in the performance thereof, including, without limitation, the payment
of any insurance premiums, the payment of any taxes, payment to obtain the release of a Lien or potential Lien, expenditures made in defending
against any adverse claim, and all other expenditures that the Administrative Agent may make for the protection of the security interests
hereof, or which the Administrative Agent may be compelled to make by operation of Law. All such sums and amounts so expended shall be
repayable by the Obligors, on a joint and several basis, promptly upon timely notice thereof and demand therefor, shall constitute additional
Secured Obligations, and shall bear interest from the date said amounts are expended as Default Interest. No such performance of any covenant
or agreement by the Administrative Agent on behalf of any Obligor, and no such advance or expenditure therefor, shall relieve the Obligors
of any Default or Event of Default. The Administrative Agent may make any payment hereby authorized in accordance with any bill, statement
or estimate procured from the appropriate public office or holder of a claim to be discharged, without inquiry into the accuracy of such
bill, statement or estimate or into the validity of any tax assessment, sale, forfeiture, tax lien, title or claim, except to the extent
such payment is being contested in good faith by an Obligor in appropriate proceedings and against which adequate reserves are being maintained
in accordance with GAAP.


 


7.       Remedies.


 


(a)       General
Remedies. During the continuance of an Event of Default, the Administrative Agent shall have, in addition to the rights and
remedies provided herein, in the Loan Documents, in any other documents relating to the Secured Obligations, or as provided by Law
(including, but not limited to, levy of attachment, garnishment, and the rights and remedies set forth in the UCC of the
jurisdiction applicable to the affected Collateral), all rights and remedies of a secured party under the UCC (regardless of whether
the UCC is the law of the jurisdiction where the rights and remedies are asserted, and regardless of whether the UCC applies to the
affected Collateral); and further, the Administrative Agent may, with or without judicial process and/or the aid or assistance of
others, (i) enter on any premises on which any of the Collateral may be located, and, without resistance or interference by the
Obligors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the
Obligors to assemble and make available to the Administrative Agent, at the expense of the Obligors, any Collateral, at any place
and time designated by the Administrative Agent that is reasonably convenient to both parties, (iv) remove any Collateral from
any such premises for the purpose of effecting a sale or other disposition thereof, and/or (v) without demand and without
advertisement, notice, hearing or other process of law, all of which each of the Obligors hereby waives to the fullest extent
permitted by Law, at any place(s) and time(s), sell and deliver any or all Collateral held by or for it at any public or private
sale (which, in the case of a private sale of Pledged Equity, may be to a restricted group of purchasers who will be obligated to
agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution
or resale thereof), at any exchange or broker’s board or elsewhere, by one or more contracts, in one or more parcels, for
cash, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent deems advisable, in its sole
discretion (subject to any and all mandatory legal requirements). Each Obligor acknowledges that any such private sale may be at
prices and on terms less favorable to the seller than the prices and other terms that might have been obtained at a public sale,
and, notwithstanding the foregoing, agrees that any such private sale shall be deemed to have been made in a commercially reasonable
manner, and, in the case of a private sale of Pledged Equity, that the Administrative Agent shall have no obligation to delay any
sale of any such securities for the period of time necessary to permit the issuer of such securities to register such securities for
public sale under the Securities Act of 1933. Neither the Administrative Agent’s compliance with applicable Law, nor its
disclaimer of warranties relating to the Collateral, shall be considered to adversely affect the commercial reasonableness of any
sale.


 






    8


     


    

 


To the extent that any applicable
rights of notice cannot be legally waived hereunder, each Obligor agrees that any requirement of reasonable notice relating to any public
or private sale of Collateral referred to in this Section 7(a) shall be met if such notice, specifying the place of any such public
sale or the time after which any such private sale is to be made, is personally served on or mailed, postage prepaid, to the Obligors
in accordance with the notice provisions of Section 11.1 of the Credit Agreement, at least ten (10) days before the time of
such sale or other event giving rise to the requirement of such notice. The Administrative Agent may adjourn any public or private sale
from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time
and place to which it was so adjourned. Each Obligor further acknowledges and agrees that any offer to sell any Pledged Equity which has
been: (A) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community
of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act of 1933); or
(B) made privately in the manner described above, shall be deemed to involve a “public sale” under the UCC notwithstanding
that such sale may not constitute a “public offering” under the Securities Act of 1933, and the Administrative Agent may,
in any such event, bid for the purchase of such securities. The Administrative Agent shall not be obligated to make any sale or other
disposition of the Collateral, regardless of notice having been given. To the extent permitted by applicable Law, any holder of Secured
Obligations may be a purchaser at any such sale. To the extent permitted by applicable Law, each of the Obligors hereby waives all of
its rights of redemption with respect to any such sale. Subject to the provisions of applicable Law, the Administrative Agent may postpone
or cause the postponement of, the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and
such sale may, without further notice and to the extent permitted by applicable Law, be made at the time and place to which such sale
was postponed, or the Administrative Agent may further postpone such sale by announcement made at such time and place.


 


(b)       Remedies
Relating to Accounts. During the continuance of an Event of Default, whether or not the Administrative Agent has exercised any or
all of its rights and remedies hereunder to the extent not expressly prohibited by applicable Law: (i) each Obligor will promptly,
upon request of the Administrative Agent, instruct all account debtors to remit all payments in respect of Accounts to a mailing location
selected by the Administrative Agent; and (ii) the Administrative Agent shall have the right to enforce any Obligor’s rights against
its customers and account debtors, and the Administrative Agent (or its designee) may notify any Obligor’s customers and account
debtors that the Accounts of such Obligor have been assigned to the Administrative Agent, or notify any Obligor’s customers and
account debtors of the Administrative Agent’s security interest therein, and may (either in its own name or in the name of an Obligor,
or both) demand, collect (including, without limitation, by way of a lockbox arrangement), receive, take receipt for, sell, sue for, compound,
settle, compromise, and give acquittance for any and all amounts due, or to become due, on any Account, and, in the Administrative Agent’s
discretion, file any claim, or take any other action or initiate any other proceeding, to protect and realize upon the security interest
of the holders of the Secured Obligations in the Accounts.


 


Each Obligor
acknowledges and agrees that the Proceeds of its Accounts remitted to, or on behalf of, the Administrative Agent in accordance with
the provisions hereof shall be applied to the Obligations in accordance with Section 8.2 of the Credit Agreement, and that such
Obligor shall not have any right, title or interest in such Accounts, or in any such other amounts, except as expressly
provided herein. Neither the Administrative Agent nor any holder(s) of the Secured Obligations shall have any liability or
responsibility to any Obligor for acceptance of a check, draft, or other order for payment of money bearing the legend
 “payment in full” or words of similar import, or any other restrictive legend or endorsement, or be responsible for
determining the correctness of any remittance. Furthermore, during the continuance of an Event of Default: (A) the
Administrative Agent shall have the right, but not the obligation, to make test verifications of the Accounts in any manner and
through any medium that it reasonably considers advisable, and the Obligors shall furnish all such assistance and information as the
Administrative Agent may require in connection with such test verifications; (B) upon the Administrative Agent’s request and
at the expense of the Obligors, the Obligors shall cause independent public accountants (or others satisfactory to the
Administrative Agent) to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and
trial balances for, the Accounts; and (C) the Administrative Agent, in its own name or in the name of others, may communicate with
account debtors on the Accounts to verify with them, to the Administrative Agent’s satisfaction, the existence, amount and
terms of any Accounts. Notwithstanding anything to the contrary contained herein, insofar as the foregoing applies to Government
Receivables or any other Accounts subject to Healthcare Laws, such actions shall be required only to the extent not expressly
prohibited by applicable Law.


 






    9


     


    

 


(c)       Deposit
Accounts. Upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent may: (i) to the
extent not expressly prohibited by applicable Law, prevent withdrawals or other dispositions of funds in Deposit Accounts maintained
with the Administrative Agent; and (ii) exercise control pursuant to any control agreement governing a Deposit Account not maintained
with the Administrative Agent.


 


(d)       Access.
In addition to the rights and remedies hereunder, during the continuance of an Event of Default, the Administrative Agent shall, upon
notice to the Borrower, have the right to enter into and remain upon the various premises of the Obligors, without cost or charge to the
Administrative Agent, and to use the same, together with any materials, supplies, books and records of the Obligors, for the purpose of
collecting and liquidating the Collateral or preparing for and conducting a sale of the Collateral, whether by foreclosure, auction or
otherwise. In addition, the Administrative Agent may remove Collateral, or any part thereof and/or including any records with respect
thereto, from any such premises in order to effectively collect, liquidate or sell such Collateral.


 


(e)       Non-Exclusive
Nature of Remedies. Failure by the Administrative Agent or the holders of the Secured Obligations to exercise any right, remedy or
option under this Agreement, any other Loan Document, any other document relating to the Secured Obligations, or as provided by Law, or
any delay by the Administrative Agent or the holders of the Secured Obligations in exercising the same, shall not operate as a waiver
of any such right, remedy or option. No waiver hereunder shall be effective unless such waiver is in writing and signed by the party against
whom such waiver is sought to be enforced, and in such case, such waiver shall be effective only to the extent specifically stated, and,
if granted on behalf of the Administrative Agent or the holders of the Secured Obligations, such waiver shall only be granted as provided
herein. To the extent permitted by Law, neither the Administrative Agent, the holders of the Secured Obligations, nor any party acting
as attorney for the Administrative Agent or the holders of the Secured Obligations, shall be liable hereunder for any acts or omissions
taken or not taken, or for any error of judgment or mistake of fact or Law, other than with respect to their gross negligence or willful
misconduct hereunder. The rights and remedies of the Administrative Agent, and the holders of the Secured Obligations, under this Agreement
shall be cumulative and not exclusive of any other right or remedy that the Administrative Agent, or the holders of the Secured Obligations,
may have.


 


(f)       Retention
of Collateral. In addition to the rights and remedies hereunder, the Administrative Agent may, in compliance with Sections 9–620
and 9–621 of the UCC, or otherwise in compliance with the requirements of applicable Law of the relevant jurisdiction, accept or
retain the Collateral in satisfaction of the Secured Obligations. Unless and until the Administrative Agent shall have provided any required
notices, however, the Administrative Agent shall not be deemed to have retained any Collateral in satisfaction of any Secured Obligations
for any reason.


 


(g)       Deficiency.
In the event that the proceeds of any sale, liquidation or collection of, or realization on, Collateral are insufficient to pay all
amounts to which the Administrative Agent and the holders of the Secured Obligations are legally entitled, the Obligors shall be
jointly and severally liable for the deficiency, together with interest thereon at the rate provided for Default Interest in the
Credit Agreement, together with the costs of collection and any fees, charges and disbursements of counsel. Any surplus remaining
after the full payment and satisfaction of the Secured Obligations shall be returned to the Obligors, or to whomsoever a court of
competent jurisdiction shall determine in a final, non-appealable order to be entitled thereto. Notwithstanding any provision to the
contrary contained herein, in any other Loan Documents, or in any other documents relating to the Secured Obligations, the
obligations of each Obligor under the Credit Agreement and the other Loan Documents shall be limited to an aggregate amount equal to
the largest amount that would not render such obligations subject to avoidance under Section 548 of the Bankruptcy Code of the
United States, or under any other applicable Debtor Relief Law (including any comparable provisions of any applicable state
Law).


 






    10


     


    

 


8.       Rights
of the Administrative Agent.


 


(a)       Power
of Attorney. In addition to any other powers of attorney contained herein, each Obligor hereby designates and appoints the Administrative
Agent, and each of the Administrative Agent’s designees or agents, on behalf of the holders of the Secured Obligations, as the attorney-in-fact
of such Obligor, irrevocably and with power of substitution, with authority to take any or all of the following actions during the continuance
of an Event of Default:


 


(i)       to
demand, collect, settle, compromise, discharge, and release any claims related to the Collateral and the Secured Obligations, all as the
Administrative Agent may reasonably determine;


 


(ii)       to
commence and prosecute any actions at any court for the purposes of collecting any Collateral and enforcing any other right(s) in respect
thereof;


 


(iii)       to
defend, settle or compromise any such action brought, and, in connection therewith, to give such discharge or release as the Administrative
Agent may deem reasonably appropriate;


 


(iv)       to
receive, open and dispose of mail addressed to an Obligor, and to endorse checks, notes, drafts, acceptances, money orders, bills of lading,
warehouse receipts, or other instruments or documents evidencing payment, shipment or storage of the Goods giving rise to the Collateral
of such Obligor, or securing or relating to such Collateral, on behalf of and in the name of such Obligor;


 


(v)       to
sell, assign, transfer, make any agreement in respect of, or otherwise deal with or exercise any rights in respect of, any Collateral,
or the Goods or services which have given rise thereto, as fully and completely as though the Administrative Agent were the absolute or
beneficial owner thereof for all purposes;


 


(vi)       to
adjust and settle claims under any insurance policy relating thereto;


 


(vii)       to
execute and deliver all assignments, conveyances, statements, financing statements (including all amendments thereof and supplements thereto),
renewal financing statements, security agreements, affidavits, notices, and other agreements, instruments and documents that the Administrative
Agent may determine necessary in order to perfect and maintain the security interests and liens granted in this Agreement, and in order
to fully consummate all of the transactions contemplated herein;


 


(viii)       to
institute any foreclosure proceedings that the Administrative Agent may deem appropriate;


 


(ix)       to
sign and endorse any drafts, assignments, proxies, stock powers, verifications, notices, and other documents relating to the Collateral;


 


(x)       to
exchange any of the Pledged Equity or other property upon any merger, consolidation, reorganization, recapitalization, or other readjustment
of the issuer thereof, and, in connection therewith, deposit any of the Pledged Equity with any committee, depository, transfer agent,
registrar or other designated agency, upon such terms as the Administrative Agent may reasonably deem appropriate;


 


(xi)       to
vote for a shareholder resolution, or to sign an instrument in writing, sanctioning the transfer of any or all of the Pledged Equity
into the name of the Administrative Agent or one or more of the holders of the Secured Obligations, or into the name of any
transferee to whom the Pledged Equity, or any part thereof, may be sold pursuant and subject to Section 7 hereof;


 






    11


     


    

 


(xii)       to
pay or discharge taxes, liens, security interests or other encumbrances levied or placed on, or threatened against, the Collateral;


 


(xiii)       to
direct any parties liable for any payment in connection with any of the Collateral to make payment of any and all such monies due, and
to become due, thereunder, directly to the Administrative Agent or as the Administrative Agent shall direct;


 


(xiv)       to
receive payment of, and receipt for, any and all monies, claims, and other amounts due and to become due at any time in respect of, or
arising out of, any Collateral; and


 


(xv)       to
do and perform all such other acts and things as the Administrative Agent may reasonably deem to be necessary, proper or convenient to
accomplish the purposes of the Loan Documents.


 


This power of attorney is
a power coupled with an interest, and shall be irrevocable until such time as the Secured Obligations arising under the Loan Documents
have been paid in full and the Commitments have expired or been terminated. The Administrative Agent shall be under no duty to exercise,
or withhold the exercise of, any of the rights, powers, privileges, and options expressly or implicitly granted to the Administrative
Agent in this Agreement, and shall not be liable for either any failure to do so or any delay in doing so. The Administrative Agent shall
not be liable for any act or omission, error of judgment, or mistake of fact or Law, in its individual capacity or in its capacity
as the attorney-in-fact, except for acts or omissions resulting from its gross negligence or willful misconduct. This power of attorney
is conferred on the Administrative Agent solely to protect, preserve and realize upon its security interest in the Collateral.


 


(b)       Assignment
by the Administrative Agent. The Administrative Agent may from time to time assign its rights and obligations under this Agreement
to a successor Administrative Agent appointed in accordance with the Credit Agreement, and such successor shall be entitled to all of
the rights and remedies of the Administrative Agent under this Agreement in relation thereto.


 


(c)       The
Administrative Agent’s Duty of Care. Other than the exercise of reasonable care to assure the safe custody of the Collateral
while being held by the Administrative Agent hereunder, the Administrative Agent shall have no duty or liability to preserve any rights
pertaining thereto, it being understood and agreed that the Obligors shall be solely responsible for the preservation of all rights in
the Collateral, and the Administrative Agent shall be relieved of all responsibility for the Collateral upon surrendering it, or tendering
the surrender of it, to the Obligors. The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation
of the Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Administrative Agent
accords its own property, which shall be no less than the treatment employed by a reasonable and prudent agent in the industry, it being
understood that the Administrative Agent shall not have any responsibility for taking any necessary steps to preserve any rights against
any parties with respect to any of the Collateral. In the event of a public or private sale of Collateral pursuant to Section 7
hereof, the Administrative Agent shall have no responsibility for: (i) ascertaining, or taking action with respect to, calls, conversions,
exchanges, maturities, tenders, or other matters relating to any such Collateral, whether or not the Administrative Agent has, or is deemed
to have, knowledge of such matters; or (ii) taking any steps to clean, repair or otherwise prepare any such Collateral for sale.


 


(d)       Liability
with Respect to Accounts. Anything herein to the contrary notwithstanding, each of the Obligors shall remain liable under each
of the Accounts to observe and perform all of the conditions and obligations to be observed and performed by it thereunder, all in
accordance with the terms of any agreement giving rise to each such Account. Neither the Administrative Agent nor any holder of
Secured Obligations shall have any obligation or liability under any Account (or any agreement giving rise thereto) by reason of, or
arising out of, this Agreement, or resulting from the receipt by the Administrative Agent or any holder of Secured Obligations of
any payment relating to any such Account pursuant hereto, nor shall the Administrative Agent or any holder of Secured Obligations be
obligated in any manner to perform any of the obligations of an Obligor under, or pursuant to, any Account (or any agreement giving
rise thereto), to make any payment, or to make any inquiry as to the nature or sufficiency of any payment received by it, or as to
the sufficiency of any performance by any party, under any Account (or any agreement giving rise thereto), to present or file any
claim, to take any action to enforce any performance, or to collect the payment of any amounts that either may have been assigned to
it or to which it may be entitled at any time(s).


 






    12


     


    

 


(e)       Voting
and Payment Rights in Respect of the Pledged Equity.


 


(i)       So
long as no Event of Default shall have occurred and be continuing, each Obligor may: (A) exercise any and all voting and other consensual
rights pertaining to the Pledged Equity of such Obligor, or any part thereof, for any purpose not inconsistent with the terms of this
Agreement or the Credit Agreement; and (B) receive and retain any and all dividends (other than stock dividends and other dividends
constituting Collateral, which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity, to the extent
they are allowed under the Credit Agreement; and


 


(ii)       During
the continuance of an Event of Default: (A) all rights of any Obligor to exercise the voting and other consensual rights that it would
otherwise be entitled to exercise pursuant to clause (i)(A) above shall, upon written notice by the Administrative Agent, cease,
and all such rights shall thereupon become vested in the Administrative Agent, which shall then have the sole right to exercise such voting
and other consensual rights; (B) all rights of any Obligor to receive the dividends, principal and interest payments that it would otherwise
be authorized to receive and retain pursuant to clause (i)(B) above shall cease, and all such rights shall thereupon be vested
in the Administrative Agent, which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest
payments; and (C) all dividends, principal and interest payments that are received by any Obligor contrary to the provisions of clause
(ii)(B) above shall be received in trust, for the benefit of the Administrative Agent, shall be segregated from any other property
or funds of such Obligor, and shall be forthwith paid over to the Administrative Agent as Collateral, in the exact form received, to be
held by the Administrative Agent as Collateral and as further collateral security for the Secured Obligations.


 


(f)       Releases
of Collateral.


 


(i)       If
any Collateral, or all of the Capital Stock of any Obligor that is a Subsidiary of the Borrower, shall be sold, transferred, or otherwise
disposed of by any Obligor (other than, with respect to any Capital Stock, to Holdings or another Subsidiary thereof), in a transaction
permitted under the Credit Agreement, then the Administrative Agent, at the request and sole expense of such Obligor, shall promptly (and,
in any event, within five (5) Business Days) execute and deliver to such Obligor all releases and other documents, and take all such other
action(s), that are reasonably necessary or reasonably required by such Obligor for the release of the Liens created hereby, or by any
other Collateral Document, on such Collateral or the Capital Stock of such Obligor.


 


(ii)       The
Administrative Agent may release any of the Pledged Equity from this Agreement, or may substitute any of the Pledged Equity for other
Pledged Equity, without altering, varying or diminishing in any way the force, effect, lien, pledge, or security interest created under
this Agreement as to any Pledged Equity not expressly released or substituted, and this Agreement shall continue as a first priority lien
on all such Pledged Equity that is not so expressly released or substituted.


 


9.       Application
of Proceeds. Upon the acceleration of the Obligations under the Loan Documents pursuant to Section 8.1 of the Credit Agreement, any
payments in respect of the Secured Obligations and any proceeds of the Collateral, when received by the Administrative Agent or any holder
of the Secured Obligations in Money or its equivalent, will be applied in reduction of the Secured Obligations in the order set forth
in Section 8.2 of the Credit Agreement.


 






    13


     


    

 





10.       Continuing
Agreement.


 


(a)       This
Agreement shall remain in full force and effect until such time as the Secured Obligations arising under the Loan Documents have been
paid in full and the Commitments have expired or been terminated, at which time, this Agreement shall be automatically terminated and
the Administrative Agent shall: (i) upon the request and at the expense of the Obligors, forthwith release all of its liens and security
interests hereunder; and (ii) execute and deliver all UCC termination statements and/or other documents reasonably requested by the Obligors
evidencing such termination.


 


(b)       This
Agreement shall continue to be effective or be automatically reinstated, as the case may be, if, at any time, payment, in whole or in
part, of any of the Secured Obligations is rescinded, or must otherwise be restored or returned by the Administrative Agent or any holder
of the Secured Obligations, as a preference, fraudulent conveyance, or otherwise, under any Debtor Relief Law, all as though such payment
had not been made; provided, that, in the event payment of all or any part of the Secured Obligations is rescinded or must
be restored or returned, all reasonable costs and expenses (including, without limitation, any reasonable legal fees and disbursements)
incurred by the Administrative Agent, or by any holder of the Secured Obligations, in defending and/or enforcing such reinstatement shall
be deemed to be included as a part of the Secured Obligations.


 


11.       Amendments;
Waivers; Modifications, Etc. This Agreement and the provisions hereof may not be amended, waived, modified, changed, discharged or
terminated, except as set forth in Section 11.2 of the Credit Agreement; provided that any update or revision to Schedule 2
hereof delivered by any Obligor shall not constitute an amendment for purposes of either this Section 11 or Section 11.2 of the
Credit Agreement.


 


12.       Successors
in Interest. This Agreement shall be binding upon each Obligor and its respective successors and assigns, and shall inure, together
with the rights and remedies of the Administrative Agent and the holders of the Secured Obligations hereunder, to the benefit of the Administrative
Agent, the holders of the Secured Obligations, and their respective successors and permitted assigns.


 


13.       Notices.
All notices required or permitted to be given under this Agreement shall be in conformance with Section 11.1 of the Credit Agreement.


 


14.       Counterparts.
This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute
an original, but all of which, when taken together, shall constitute a single contract. It shall not be necessary, in making proof of
this Agreement, to produce or account for more than one such counterpart. Delivery of an executed counterpart of a signature page of this
Agreement by facsimile or other electronic imaging means (e.g., “.pdf” or “.tif”) shall be effective
as delivery of a manually executed counterpart of this Agreement.


 


15.       Headings.
The headings of the sections hereof are provided for convenience only and shall not, in any way, affect the meaning or construction of
any provision of this Agreement.


 


16.       Governing
Law; Submission to Jurisdiction; Venue; WAIVER OF JURY TRIAL. The terms of Sections 11.5 and 11.6 of the Credit Agreement with respect
to governing law, submission to jurisdiction, venue, and waiver of jury trial are incorporated herein by reference, mutatis mutandis,
and the parties hereto agree to such terms.


 


17.       Severability.
If any provision of this Agreement is held to be illegal, invalid or unenforceable: (a) the legality, validity and enforceability of the
remaining provisions of this Agreement shall not be affected or impaired thereby; and (b) the parties shall endeavor in good faith negotiations
to replace the illegal, invalid or unenforceable provisions with valid provisions, the economic effect of which shall come as close as
possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall
not invalidate, or render unenforceable, such provision in any other jurisdiction.


 









    14


     


    

 



 


18.       Entirety.
This Agreement, the other Loan Documents, and any separate letter agreements with respect to any fees payable to the Administrative Agent
or the Issuing Bank, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all
previous agreements and understandings, oral or written, relating to the subject matter hereof.


 


19.       Other
Security. To the extent that any of the Secured Obligations are now or hereafter secured by property other than the Collateral (including,
without limitation, real property and securities owned by an Obligor), or by a guarantee, endorsement, or property of any other Person,
then the Administrative Agent shall have the right to proceed against such other property, guarantee, or endorsement during the continuance
of any Event of Default, and the Administrative Agent shall have the right, in its sole discretion, to determine which rights, security,
liens, security interests, or remedies the Administrative Agent shall at any time pursue, relinquish, subordinate, modify, or take with
respect thereto, without in any way modifying or affecting any of them, the Secured Obligations or any of the rights of the Administrative
Agent or the holders of the Secured Obligations under this Agreement, any other Loan Documents, or any other documents relating to the
Secured Obligations.


 


20.       Joinder.
At any time after the date of this Agreement, one or more additional Persons may become party hereto by executing and delivering to the
Administrative Agent a Guarantor Joinder Agreement. Immediately upon such execution and delivery of such Guarantor Joinder Agreement (and
without any further action), each such additional Person will become a party to this Agreement as an “Obligor” and shall have
all of the rights and obligations of an Obligor hereunder, and this Agreement and the schedules hereto shall be deemed amended by such
Guarantor Joinder Agreement.


 


21.       Joint
and Several Obligations of Obligors.


 


(a)       Subject
to clause (c) below, each of the Obligors accepts joint and several liability hereunder, in consideration of the financial accommodation
to be provided by the holders of the Secured Obligations, with respect to each of the other Obligors, and, in consideration of the undertakings
of the other Obligors, each Obligor accepts joint and several liability for the obligations of each of the other Obligors.


 


(b)       Subject
to clause (c) below, each of the Obligors jointly and severally hereby, irrevocably and unconditionally, accepts, not merely as
a surety but also as a co-debtor, joint and several liability with respect to each of the other Obligors with respect to the payment in
full, and performance of, all of the Secured Obligations arising under this Agreement, the other Loan Documents, and any other documents
relating to the Secured Obligations, it being the intention of the parties hereto that all of the Secured Obligations shall be the joint
and several obligations of each of the Obligors, without preferences or distinction among them.


 


(c)       Notwithstanding
any provision to the contrary contained herein, in any other Loan Documents, or in any other documents relating to the Secured Obligations,
the Obligations of each Obligor under the Credit Agreement, the other Loan Documents, and the other documents relating to the Secured
Obligations shall be limited to an aggregate amount equal to the largest amount that would not render such Obligations subject to avoidance
under Section 548 of the United States Bankruptcy Code or any comparable provisions of any other Debtor Relief Law.


 


22.       Amendment
and Restatement.


 


(a)       This
Agreement amends and restates that certain Security and Pledge Agreement, dated as of October 24, 2019, by and among the Obligors and
the Administrative Agent (the “Existing Security Agreement”) in its entirety, and shall not be deemed to constitute
a novation of the Existing Security Agreement or any of the obligations of any Obligor thereunder.


 


(b)       The
security interests, liens and pledges granted to the Administrative Agent in the Existing Security Agreement are intended to be, and
are, continued under this Agreement as the security interests granted to the Administrative Agent as security for the Secured
Obligations, and shall not be eliminated or otherwise adversely affected by the execution and delivery of this Agreement.


 


[Remainder of Page Intentionally Left Blank;
Signature Pages Follow]


 






    15


     


    

 





IN WITNESS WHEREOF, each of
the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered by its below respective duly authorized
officer as of the day and year first written above.


 


	OBLIGORS:	ROTECH HEALTHCARE INC.,
	 	a Delaware corporation
	 	 
	 	ROTECH INTERMEDIATE HOLDINGS LLC,
	 	a Delaware limited liability company
	 	 
	 	A–1 MEDICAL EQUIPMENT, INC.,
	 	a Florida corporation
	 	 
	 	ACADIA HOME CARE,
	 	a Maine corporation
	 	 
	 	ALLIED MEDICAL SUPPLY, INC.,
	 	an Arizona corporation
	 	 
	 	ALWAYS MEDICAL EQUIPMENT, INC.,
	 	a Florida corporation
	 	 
	 	ANDY BOYD’S INHOME MEDICAL, INC., WEST,
	 	a West Virginia corporation
	 	 
	 	ANDY BOYD’S INHOME MEDICAL/INHOME MEDICAL INC., 

a West Virginia corporation
	 	 
	 	ANNISTON HEALTH & SICKROOM SUPPLIES, INC.,
	 	an Alabama corporation
	 	 
	 	BERKELEY MEDICAL EQUIPMENT, INC.,
	 	a Florida corporation
	 	 
	 	BETA MEDICAL EQUIPMENT, INC.,
	 	a Florida corporation
	 	 
	 	BIORESOLUTIONS LLC,
	 	a Nevada limited liability company
	 	 
	 	CAMBRIA MEDICAL SUPPLY, INC.,
	 	a Florida corporation
	 	 
	 	CAMDEN MEDICAL SUPPLY, INC.,
	 	a Florida corporation
	 	 
	 	CARE MEDICAL SUPPLIES, INC.,
	 	an Illinois corporation
	 	 
	 	CENTENNIAL MEDICAL EQUIPMENT, INC.,
	 	a Florida corporation



 





	 	By:	/s/ Thomas J. Koenig
	 	Name:	Thomas J. Koenig
	 	Title:	CFO



 


[Signature Pages Continue]


 


Signature Page to Second Amended and Restated Security and Pledge Agreement
(Rotech Healthcare Inc.)


 






    


     


    

 


	 	COMMUNITY HOME OXYGEN, INC.,
	 	a Montana corporation
	 	 
	 	CONTOUR MEDICAL SUPPLY, INC.,
	 	a Florida corporation
	 	 
	 	CORLEY HOME HEALTH CARE, INC.,
	 	a Georgia corporation
	 	 
	 	CPO 2, INC.,
	 	a Pennsylvania corporation
	 	 
	 	DANIEL MEDICAL SYSTEMS, INC.,
	 	an Oklahoma corporation
	 	 
	 	DISTINCT HOME HEALTH CARE, INC.,
	 	a Florida corporation
	 	 
	 	DON PAUL RESPIRATORY SERVICES, INC.,
	 	a Colorado corporation
	 	 
	 	DUMED, INC.,
	 	an Iowa corporation
	 	 
	 	EAST TENNESSEE INFUSION & RESPIRATORY, INC.,
	 	a Florida corporation
	 	 
	 	ELLIS COUNTY HOME MEDICAL EQUIPMENT, LLC,
	 	a Texas limited liability company
	 	 
	 	ENCORE HOME HEALTH CARE, INC.,
	 	a Florida corporation
	 	 
	 	EXCEL MEDICAL OF FORT DODGE, INC.,
	 	an Iowa corporation
	 	 
	 	EXCEL MEDICAL OF MARSHALLTOWN, INC.,
	 	an Iowa corporation
	 	 
	 	FIRSTCARE, INC.,
	 	a Kansas corporation
	 	 
	 	FISCHER MEDICAL EQUIPMENT, INC.,
	 	an Idaho corporation
	 	 
	 	FOUR RIVERS HOME HEALTH CARE, INC.,
	 	a Missouri corporation
	 	 
	 	G&G MEDICAL, INC.,
	 	a Colorado corporation
	 	 
	 	GATE CITY MEDICAL EQUIPMENT, INC.,
	 	a Florida corporation



 





	 	By:	/s/ Thomas J. Koenig
	 	Name:	Thomas J. Koenig
	 	Title:	CFO


 


[Signature Pages Continue]


 


Signature Page to Second Amended and Restated Security and Pledge Agreement
(Rotech Healthcare Inc.)


 






    


     


    

 


	 	GEORGIA MEDICAL RESOURCES, INC.,
	 	a Georgia corporation
	 	 
	 	GLADWIN AREA HOME CARE, INC.,
	 	a Michigan corporation
	 	 
	 	GRIFFIN HOME HEALTH CARE, INC.,
	 	a North Carolina corporation
	 	 
	 	HAMILTON MEDICAL EQUIPMENT SERVICE, INC.,
	 	an Iowa corporation
	 	 
	 	HEALTH CARE SERVICES OF MISSISSIPPI, INCORPORATED, 

a Florida corporation
	 	 
	 	HOLLAND MEDICAL SERVICES, INC.,
	 	a Florida corporation
	 	 
	 	HOME CARE OXYGEN SERVICE, INC.,
	 	a Minnesota corporation
	 	 
	 	HOME MEDICAL SYSTEMS, INC.,
	 	a South Carolina corporation
	 	 
	 	IHS ACQUISITION XXVII, INC.,
	 	a Delaware corporation
	 	 
	 	INTEGRATED HEALTH SERVICES AT JEFFERSON HOSPITAL, INC., 

a Delaware corporation
	 	 
	 	INTENSIVE HOME CARE SERVICES, INC.,
	 	a Texas corporation
	 	 
	 	IOTA MEDICAL EQUIPMENT, INC.,
	 	a Florida corporation
	 	 
	 	LOVEJOY MEDICAL, INC.,
	 	a Kentucky corporation
	 	 
	 	MAJOR MEDICAL SUPPLY, INC.,
	 	a Texas corporation
	 	 
	 	MED, INC.,
	 	a Virginia corporation
	 	 
	 	MEDCO PROFESSIONAL SERVICES, CORP.,
	 	a Colorado corporation
	 	 
	 	MEDCORP INTERNATIONAL, INC.,
	 	an Arizona corporation
	 	 
	 	MEDIC-AIRE MEDICAL EQUIPMENT, INC.,
	 	a Florida corporation



 





	 	By:	/s/ Thomas J. Koenig
	 	Name:	Thomas J. Koenig
	 	Title:	CFO


 


[Signature Pages Continue]


 


Signature Page to Second Amended and Restated
Security and Pledge Agreement (Rotech Healthcare Inc.) 






    


     


    

 


	 	MEDICAL ELECTRO-THERAPEUTICS, INC.,
	 	a Florida corporation
	 	 
	 	MEDICARE RENTAL SUPPLY, INC.,
	 	a West Virginia corporation
	 	 
	 	MEDICAL TECHNOLOGY OF LOUISIANA, L.L.C.,
	 	a Louisiana limited liability company
	 	 
	 	MICHIGAN MEDICAL SUPPLY, INC.,
	 	a Michigan corporation
	 	 
	 	NEIGHBORCARE HOME MEDICAL EQUIPMENT, LLC, 

a Pennsylvania limited liability company
	 	 
	 	NEIGHBORCARE HOME MEDICAL EQUIPMENT OF MARYLAND, LLC,

 a Maryland limited liability company
	 	 
	 	NEUMANN’S HOME MEDICAL EQUIPMENT, INC.,
	 	an Illinois corporation
	 	 
	 	NIGHTINGALE HOME HEALTH CARE, INC.,
	 	a Florida corporation
	 	 
	 	NORTH CENTRAL WASHINGTON RESPIRATORY CARE SERVICES, INC., 

a Washington corporation
	 	 
	 	NORTHEAST MEDICAL EQUIPMENT, INC.,
	 	a Florida corporation
	 	 
	 	NORTHWEST HOME MEDICAL, INC.,
	 	an Idaho corporation
	 	 
	 	OXYGEN OF OKLAHOMA, INC.,
	 	an Oklahoma corporation
	 	 
	 	OXYGEN PLUS MEDICAL EQUIPMENT, INC.,
	 	a Florida corporation
	 	 
	 	OXYGEN PLUS, INC.,
	 	a Colorado corporation
	 	 
	 	OXYGEN THERAPY ASSOCIATES, INC.,
	 	a Texas corporation
	 	 
	 	PETERSON’S HOME CARE, INC.,
	 	a California corporation
	 	 
	 	PHI MEDICAL EQUIPMENT, INC.,
	 	a Florida corporation
	 	 
	 	PIONEER MEDICAL SERVICES, INC.,
	 	a West Virginia corporation



 





	 	By:	/s/ Thomas J. Koenig
	 	Name:	Thomas J. Koenig
	 	Title:	CFO


 





[Signature Pages Continue]


 


Signature Page to Second Amended and Restated
Security and Pledge Agreement (Rotech Healthcare Inc.) 






    


     


    

 


	 	PREFERENTIAL HOME HEALTH CARE, INC.,
	 	a Florida corporation
	 	 
	 	PRINCIPAL MEDICAL EQUIPMENT, INC.,
	 	a Florida corporation
	 	 
	 	PROFESSIONAL BREATHING ASSOCIATES, INC.,
	 	a Michigan corporation
	 	 
	 	PROFESSIONAL RESPIRATORY HOME HEALTHCARE, INC., 

a Florida corporation
	 	 
	 	PSI HEALTH CARE, INC.,
	 	a South Dakota corporation
	 	 
	 	QUALITY HOME HEALTH CARE, INC.,
	 	a Florida corporation
	 	 
	 	R.C.P.S., INC.,
	 	a California corporation
	 	 
	 	REGENCY MEDICAL EQUIPMENT, INC.,
	 	a Florida corporation
	 	 
	 	RESP-A-CARE, INC.,
	 	a Kentucky corporation
	 	 
	 	RESPIRACARE MEDICAL EQUIPMENT, INC.,
	 	a Florida corporation
	 	 
	 	RESPIRATORY MEDICAL EQUIPMENT OF GA., INC.,
	 	a Florida corporation
	 	 
	 	RESPITECH HOME HEALTH CARE, INC.,
	 	a Wyoming corporation
	 	 
	 	RESPONSIVE HOME HEALTH CARE, INC.,
	 	a Florida corporation
	 	 
	 	RHEMA, INC.,
	 	a Texas corporation
	 	 
	 	RITT MEDICAL GROUP, INC.,
	 	an Arizona corporation
	 	 
	 	RN HOME CARE MEDICAL EQUIPMENT COMPANY, INC.,

 a Florida corporation
	 	 
	 	ROSWELL HOME MEDICAL, INC.,
	 	a Florida corporation



 





	 	By:	/s/ Thomas J. Koenig
	 	Name:	Thomas J. Koenig
	 	Title:	CFO


 


[Signature Pages Continue]


 


Signature Page to Second Amended and Restated Security and Pledge Agreement
(Rotech Healthcare Inc.)


 






    


     


    

 


	 	ROTECH EMPLOYEE BENEFITS CORPORATION,
	 	a Florida corporation
	 	 
	 	ROTECH HOME MEDICAL CARE, INC.,
	 	a Florida corporation
	 	 
	 	ROTECH OXYGEN AND MEDICAL EQUIPMENT, INC.,

 a Florida corporation
	 	 
	 	ROTH MEDICAL, INC.,
	 	a Colorado corporation
	 	 
	 	ROTHERT’S HOSPITAL EQUIPMENT, INC.,
	 	a Kentucky corporation
	 	 
	 	SAMPSON CONVALESCENT MEDICAL SUPPLY, INC.,

 a North Carolina corporation
	 	 
	 	SELECT HOME HEALTH CARE, INC.,
	 	a Florida corporation
	 	 
	 	SHOPROTECH, INC.,
	 	a Florida corporation
	 	 
	 	SIGMA MEDICAL EQUIPMENT, INC.,
	 	a Florida corporation
	 	 
	 	SOUTHEASTERN HOME HEALTH, INC.,
	 	a Florida corporation
	 	 
	 	SUN MEDICAL SUPPLY, INC.,
	 	a North Carolina corporation
	 	 
	 	SUNSHINE HOME HEALTH CARE, INC.,
	 	a Florida corporation
	 	 
	 	THE KILROY COMPANY,
	 	a North Carolina corporation
	 	 
	 	THETA HOME HEALTH CARE, INC.,
	 	a Florida corporation
	 	 
	 	TUPELO HOME HEALTH, INC.,
	 	a Florida corporation
	 	 
	 	VALLEY MEDICAL EQUIPMENT, INC.,
	 	a Utah corporation
	 	 
	 	VALUE CARE, INC.,
	 	a Florida corporation



 





	 	By:	/s/ Thomas J. Koenig
	 	Name:	Thomas J. Koenig
	 	Title:	CFO


 


[Signature Pages Continue]


 


Signature Page to Second Amended and Restated Security and Pledge Agreement
(Rotech Healthcare Inc.)


 






    


     


    

 


	 	VITALCARE HEALTH SERVICES, INC.,
	 	a Florida corporation
	 	 
	 	WHITE’S MEDICAL RENTALS, INC.,
	 	a South Carolina corporation
	 	 
	 	ZETA HOME HEALTH CARE, INC.,
	 	a Florida corporation



 





	 	By:	/s/ Thomas J. Koenig
	 	Name:	Thomas J. Koenig
	 	Title:	CFO


 


[Signature Pages Continue]


 


Signature Page to Second Amended and Restated Security and Pledge Agreement
(Rotech Healthcare Inc.)





 






    


     


    

 


ACCEPTED AND AGREED TO


AS OF THE DAY AND YEAR FIRST WRITTEN ABOVE:


 


TRUIST BANK,


as Administrative Agent


 





	By:	/s/ Jonathan Hart	 
	Name:	Jonathan Hart	 
	Title:	Vice President	 



 





[Signature Pages End]




 


Signature Page to Second Amended and Restated Security and Pledge Agreement
(Rotech Healthcare Inc.)