Exhibit 10.2


 


EXECUTION VERSION


 


GUARANTY AND SECURITY
AGREEMENT


 


This GUARANTY AND
SECURITY AGREEMENT (this “Agreement”), dated as of December 19, 2019, by and among the Persons listed on
the signature pages hereof as “Grantors” and those additional entities that hereafter become parties hereto by executing
the form of Joinder attached hereto as Annex 1 (each, a “Grantor” and collectively, the “Grantors”),
and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”), in its capacity
as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its
successors and assigns in such capacity, “Agent”).


W I T N E S S E
T H:


 


WHEREAS, pursuant
to that certain Credit Agreement, of even date herewith (as amended, restated, supplemented, or otherwise modified from time to
time, the “Credit Agreement”), by and among HUDSON TECHNOLOGIES, INC., a New York corporation, (“Parent”),
HUDSON HOLDINGS, INC., a Nevada corporation (“Hudson Holdings”), HUDSON TECHNOLOGIES COMPANY,
a Tennessee corporation (“Hudson Technologies”), ASPEN REFRIGERANTS, INC., a Delaware corporation (“Aspen”;
and together with Hudson Holdings, Hudson Technologies, and those additional entities that hereafter become parties to the Credit
Agreement as Borrowers in accordance with the terms thereof, each, a “Borrower” and individually and collectively,
jointly and severally, the “Borrowers”), the lenders party thereto as “Lenders” (each of such Lenders,
together with its successors and assigns, is referred to hereinafter as a “Lender”), and Agent, the Lender Group
has agreed to make certain financial accommodations available to Borrowers from time to time pursuant to the terms and conditions
thereof; and


 


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


 


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


 


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


 


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


 


1.              Definitions;
Construction.


 


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


 


(i)          “Acquisition
Documents” means the agreements, instruments and documents evidencing, or entered into in connection with, an Acquisition
(including a Permitted Acquisition) by a Grantor.


 






     


     


    

 


(ii)           “Activation
Instruction” has the meaning specified therefor in Section 7(k) hereof.


 


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


 


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


 


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


 


(vi)          “Borrower”
and “Borrowers” have the respective meanings specified therefor in the recitals to this Agreement.


 


(vii)         “Cash
Dominion Event” means the occurrence of either of the following: (A) the occurrence and continuance of any Event of
Default, or (B) Excess Availability is less than 15.0% of the Maximum Revolver Amount at any time.


 


(viii)        “Cash
Dominion Period” means the period commencing after the occurrence of a Cash Dominion Event and continuing until the
date when (A) no Event of Default shall exist and be continuing, and (B) Excess Availability is greater than or equal to 15.0%
of the Maximum Revolver Amount for 60 consecutive days.


 


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


 


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


 






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


 


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


 


(xiii)        “Commodity
Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor
statute.


 


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


 


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


 


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


 


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


 


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


 


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


 


(xx)         “Excluded
Accounts” means (A) Deposit Accounts and Securities Accounts with an aggregate amount on deposit therein of not more
than $ 250,000 at any one time for all such Deposit Accounts or Securities Accounts, or (B) Deposit Accounts specially and exclusively
used for payroll, payroll taxes and other employee wage and benefit payments to or for any Grantor’s employees.


 


(xxi)        “Excluded
Swap Obligation” means, with respect to any Grantor, any Swap Obligation if, and to the extent that, all or a portion
of the guaranty of such Grantor of (including by virtue of the joint and several liability provisions of Section 2.15 of
the Credit Agreement with respect to any Grantor that is a Borrower), or the grant by such Grantor of a security interest to secure,
such Swap Obligation (or any guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation
or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue
of such Grantor’s failure for any reason to constitute an “eligible contract participant” as defined in the
Commodity Exchange Act and the regulations thereunder at the time the guaranty of such Grantor or the grant of such security interest
becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than
one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such
guaranty or security interest is or becomes illegal.


 






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


 


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


 


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


 


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


 


(xxvi)      “Guarantor”
means each Grantor other than any Borrower.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(xxxvii)    “Pledged
Companies” means each Person listed on Schedule 5 as a “Pledged Company”, together with each other
Person, all or a portion of whose Equity Interests are acquired or otherwise owned by a Grantor after the Closing Date and is
required to be pledged pursuant to Section 5.11 of the Credit Agreement.


 


(xxxviii)   “Pledged
Interests” means all of each Grantor’s right, title and interest in and to all of the Equity Interests now owned
or hereafter acquired by such Grantor, regardless of class or designation, including in each of the Pledged Companies, and all
substitutions therefor and replacements thereof, all proceeds thereof and all rights relating thereto, also including any certificates
representing the Equity Interests, the right to receive any certificates representing any of the Equity Interests, all warrants,
options, share appreciation rights and other rights, contractual or otherwise, in respect thereof and the right to receive all
dividends, distributions of income, profits, surplus, or other compensation by way of income or liquidating distributions, in
cash or in kind, and all cash, instruments, and other property from time to time received, receivable, or otherwise distributed
in respect of or in addition to, in substitution of, on account of, or in exchange for any or all of the foregoing.


 






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


 


(xl)           “Pledged
Notes” has the meaning specified therefor in Section 6(m) hereof.


 


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


 


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


 


(xliii)        “Proceeds”
has the meaning specified therefor in Section 3 hereof.


 


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


 


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


 


(xlvi)        “Real
Property” means any estates or interests in real property now owned or hereafter acquired by any Grantor and the improvements
thereto.


 


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


 


(xlviii)      “Rescission”
has the meaning specified therefor in Section 7(k) hereof.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


(lvi)         “VIN”
has the meaning specified therefor in Section 6(l) hereof.


 


(b)                    This
Agreement shall be subject to the rules of construction set forth in Section 1.4 of the Credit Agreement, and such rules
of construction are incorporated herein by this reference, mutatis mutandis.


 


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


 


2.              Guaranty.


 


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


 






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


 


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


 


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


 






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


 


(f)                     Each of the Guarantors
authorizes Agent, the other members of the Lender Group, and the Bank Product Providers without notice or demand (other than any
notice expressly required to be provided hereunder or under any other Loan Document and in each case in accordance with any applicable
terms and conditions hereof or any other applicable Loan Document), and without affecting or impairing its liability hereunder,
from time to time to:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


(viii)       any other circumstance
that might otherwise constitute a defense available to, or a discharge of, any Grantor or any other guarantor or surety.


 


(i)                     Waivers.


 


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


 


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


 


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


 






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


 


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


 


(a)               all of such Grantor’s
Accounts;


 


(b)               all of such Grantor’s Books;


 


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


 


(d)              all of such Grantor’s Commercial Tort Claims;


 


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


 


(f)               all of such Grantor’s
Equipment;


 


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


 


(h)              all of such Grantor’s
Fixtures;


 






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


 


(j)                all of such Grantor’s
Inventory (including, without limitation, gas cylinders and other similar items that contain gas);


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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5.              Grantors Remain
Liable. Anything herein to the contrary notwithstanding, (a) each of the Grantors shall remain liable under the contracts
and agreements included in the Collateral, including the Pledged Operating Agreements and the Pledged Partnership Agreements,
to perform all of the duties and obligations thereunder to the same extent as if this Agreement had not been executed, (b) the
exercise by Agent or any other member of the Lender Group of any of the rights hereunder shall not release any Grantor from any
of its duties or obligations under such contracts and agreements included in the Collateral, and (c) neither the Agent nor any
of the members of the Lender Group shall have any obligation or liability under such contracts and agreements included in the
Collateral by reason of this Agreement, nor shall the Agent or any of the members of the Lender Group be obligated to perform
any of the obligations or duties of any Grantors thereunder or to take any action to collect or enforce any claim for payment
assigned hereunder. Until an Event of Default shall occur and be continuing, except as otherwise provided in this Agreement, the
Credit Agreement, or any other Loan Document, Grantors shall have the right to possession and enjoyment of the Collateral for
the purpose of conducting the ordinary course of their respective businesses, subject to and upon the terms hereof and of the
Credit Agreement and the other Loan Documents. Without limiting the generality of the foregoing, it is the intention of the parties
hereto that record and beneficial ownership of the Pledged Interests, including all voting, consensual, dividend, and distribution
rights, shall remain in the applicable Grantor until (i) the occurrence and continuance of an Event of Default, and (ii) Agent
has notified the applicable Grantor of Agent’s election to exercise such rights with respect to the Pledged Interests pursuant
to Section 16.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


(h)              (i) (A) each Grantor owns exclusively or holds licenses in all Intellectual Property that is necessary in or material to
the conduct of its business, and (B) all employees and contractors of each Grantor who were involved in the creation or development
of any Intellectual Property for such Grantor that is necessary in or material to the business of such Grantor have signed agreements
containing assignment of Intellectual Property rights to such Grantor and obligations of confidentiality;


 


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


 


(iii)          (A) to each Grantor’s
knowledge, (1) such Grantor has never infringed or misappropriated and is not currently infringing or misappropriating any Intellectual
Property rights of any Person, and (2) no product manufactured, used, distributed, licensed, or sold by or service provided by
such Grantor has ever infringed or misappropriated or is currently infringing or misappropriating any Intellectual Property rights
of any Person, in each case, except where such infringement either individually or in the aggregate would not reasonably be expected
to result in a Material Adverse Effect, and (B) there are no infringement or misappropriation claims or proceedings pending, or
to any Grantor’s knowledge, threatened in writing against any Grantor, and no Grantor has received any written notice or
other communication of any actual or alleged infringement or misappropriation of any Intellectual Property rights of any Person,
in each case, except where such infringement either individually or in the aggregate would not reasonably be expected to result
in a Material Adverse Effect;


 






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(iv)         to each Grantor’s
knowledge, all registered Copyrights, registered Trademarks, and issued Patents that are owned by such Grantor and necessary in
or material to the conduct of its business are valid, subsisting and enforceable and in compliance with all legal requirements,
filings, and payments and other actions that are required to maintain such Intellectual Property in full force and effect; and


 


(v)          each Grantor has
taken reasonable steps to maintain the confidentiality of and otherwise protect and enforce its rights in all trade secrets owned
by such Grantor that are necessary in or material to the conduct of the business of such Grantor.


 


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


 


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


 






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


 


(l)                Schedule 12
sets forth all motor vehicles owned by Grantors as of the Closing Date, by model, model year, and vehicle identification number
(“VIN”).


 


(m)             There is no default,
breach, violation, or event of acceleration existing under any promissory note (as defined in the Code) constituting Collateral
and pledged hereunder (each a “Pledged Note”) and no event has occurred or circumstance exists which, with
the passage of time or the giving of notice, or both, would constitute a default, breach, violation, or event of acceleration
under any Pledged Note. No Grantor that is an obligee under a Pledged Note has waived any default, breach, violation, or event
of acceleration under such Pledged Note.


 


(n)              As to all limited
liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each
Grantor hereby represents and warrants that the Pledged Interests issued pursuant to such agreement (i) are not dealt in or traded
on securities exchanges or in securities markets, (ii) do not constitute investment company securities, and (iii) are not
held by such Grantor in a Securities Account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements,
or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership
Agreement, provides that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect
in any relevant jurisdiction.


 


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


 


(a)              Possession of
Collateral. In the event that any Collateral, including Proceeds, is evidenced by or consists of Negotiable Collateral, Investment
Property, or Chattel Paper having an aggregate value or face amount of $250,000 or more for all such Negotiable Collateral, Investment
Property, or Chattel Paper, the Grantors shall promptly (and in any event within five Business Days (or such longer period as
agreed to by Agent in writing in its sole discretion) after acquisition thereof), notify Agent thereof, and if and to the extent
that perfection or priority of Agent’s Security Interest is dependent on or enhanced by possession, the applicable Grantor,
promptly (and in any event within five Business Days (or such longer period as agreed to by Agent in writing in its sole discretion))
after request by Agent, shall execute such other documents and instruments as shall be requested by Agent or, if applicable, endorse
and deliver physical possession of such Negotiable Collateral, Investment Property, or Chattel Paper to Agent, together with such
undated powers (or other relevant document of transfer acceptable to Agent) endorsed in blank as shall be requested by Agent,
and shall do such other acts or things deemed necessary or desirable by Agent to protect Agent’s Security Interest therein.


 






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(b)               Chattel Paper.


 


(i)            Promptly (and in
any event within five Business Days (or such longer period as agreed to by Agent in writing in its sole discretion)) after request
by Agent, each Grantor shall take all steps reasonably necessary to grant Agent control of all electronic Chattel Paper in accordance
with the Code and all “transferable records” as that term is defined in Section 16 of the Uniform Electronic Transaction
Act and Section 201 of the federal Electronic Signatures in Global and National Commerce Act as in effect in any relevant jurisdiction,
to the extent that the aggregate value or face amount of such electronic Chattel Paper equals or exceeds $250,000; and


 


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


 


(c)               Control Agreements.


 


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


 


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


 


(iii)          Each Grantor
shall obtain an authenticated Control Agreement with respect to all of such Grantor’s investment property.


 


(d)               Letter-of-Credit Rights. If the Grantors (or any of them) are or become the beneficiary of letters of credit having
a face amount or value of $250,000 or more in the aggregate, then the applicable Grantor or Grantors shall promptly (and in any
event within five Business Days (or such longer period as agreed to by Agent in writing in its sole discretion) after becoming
a beneficiary), notify Agent thereof and, promptly (and in any event within five Business Days (or such longer period as agreed
to by Agent in writing in its sole discretion)) after request by Agent, enter into a tri-party agreement with Agent and the issuer
or confirming bank with respect to letter-of-credit rights assigning such letter-of-credit rights to Agent and directing all payments
thereunder to Agent’s Account, all in form and substance reasonably satisfactory to Agent.


 






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(e)               Commercial Tort
Claims. If the Grantors (or any of them) obtain Commercial Tort Claims having a value, or involving an asserted claim, in
the amount of $250,000 or more in the aggregate for all Commercial Tort Claims, then the applicable Grantor or Grantors shall
promptly (and in any event within five Business Days (or such longer period as agreed to by Agent in writing in its sole discretion)
of obtaining such Commercial Tort Claim), notify Agent upon incurring or otherwise obtaining such Commercial Tort Claims and,
promptly (and in any event within five Business Days (or such longer period as agreed to by Agent in writing in its sole discretion))
after request by Agent, amend Schedule 1 to describe such Commercial Tort Claims in a manner that reasonably identifies
such Commercial Tort Claims and which is otherwise reasonably satisfactory to Agent, and hereby authorizes the filing of additional
financing statements or amendments to existing financing statements describing such Commercial Tort Claims, and agrees to do such
other acts or things deemed necessary or desirable by Agent to give Agent a first priority (subject only to Permitted Liens which
are non-consensual Permitted Liens, permitted purchase money Liens, or the interests of lessors under Capital Leases), perfected
security interest in any such Commercial Tort Claim.


 


(f)                Government Contracts.
Other than Accounts and Chattel Paper the aggregate value of which does not at any one time exceed $250,000, if any Account or
Chattel Paper arises out of a contract or contracts with the United States of America or any department, agency, or instrumentality
thereof, Grantors shall promptly (and in any event within five Business Days (or such longer period as agreed to by Agent in writing
in its sole discretion) of the creation thereof) notify Agent thereof and, promptly (and in any event within five Business Days
(or such longer period as agreed to by Agent in writing in its sole discretion)) after request by Agent, execute any instruments
or take any steps reasonably required by Agent in order that all moneys due or to become due under such contract or contracts
shall be assigned to Agent, for the benefit of the Lender Group and the Bank Product Providers, and shall provide written notice
thereof under the Assignment of Claims Act or other applicable law.


 


(g)                Intellectual Property.


 


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


 


(ii)           Each Grantor shall have the duty, with respect to Intellectual Property that is necessary in or material to the conduct
of such Grantor’s business, to protect and diligently enforce and defend at such Grantor’s expense its Intellectual
Property, including (A) to diligently enforce and defend, including promptly suing for infringement, misappropriation, or dilution
and to recover any and all damages for such infringement, misappropriation, or dilution, and filing for opposition, interference,
and cancellation against conflicting Intellectual Property rights of any Person, (B) to prosecute diligently any trademark application
or service mark application that is part of the Trademarks pending as of the date hereof or hereafter until the termination of
this Agreement, (C) to prosecute diligently any patent application that is part of the Patents pending as of the date hereof or
hereafter until the termination of this Agreement, (D) to take all reasonable and necessary action to preserve and maintain all
of such Grantor’s Trademarks, Patents, Copyrights, Intellectual Property Licenses, and its rights therein, including paying
all maintenance fees and filing of applications for renewal, affidavits of use, and affidavits of noncontestability, and (E) to
require all employees, consultants, and contractors of each Grantor who were involved in the creation or development of such Intellectual
Property to sign agreements containing assignment of Intellectual Property rights and obligations of confidentiality. Each Grantor
further agrees not to abandon any Intellectual Property or Intellectual Property License that is necessary in or material to the
conduct of such Grantor’s business. Each Grantor hereby agrees to take the steps described in this Section 7(g)(ii)
with respect to all new or acquired Intellectual Property to which it or any of its Subsidiaries is now or later becomes entitled
that is necessary in or material to the conduct of such Grantor’s business;


 






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


 


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


 


(v)          Anything to the contrary in this Agreement notwithstanding, in no event shall any Grantor, either itself or through any
agent, employee, licensee, or designee, file an application for the registration of any Copyright with the United States Copyright
Office or any similar office or agency in another country without giving Agent written notice thereof at least five (5) Business
Days prior to such filing and complying with Section 7(g)(i) and, if available, each such application for registration shall
be filed on an “expedited basis”. Upon receipt from the United States Copyright Office of notice of registration of
any Copyright, each Grantor shall promptly (but in no event later than five Business Days (or such longer period as agreed to by
Agent in writing in its sole discretion) following such receipt) notify (but without duplication of any notice required by Section
7(g)(iv)) Agent of such registration by delivering, or causing to be delivered, to Agent, documentation sufficient for Agent
to perfect Agent’s Liens on such Copyright. If any Grantor acquires from any Person any Copyright registered with the United
States Copyright Office or an application to register any Copyright with the United States Copyright Office, such Grantor shall
promptly (but in no event later than five Business Days (or such longer period as agreed to by Agent in writing in its sole discretion)
following such acquisition) notify Agent of such acquisition and deliver, or cause to be delivered, to Agent, documentation sufficient
for Agent to perfect Agent’s Liens on such Copyright. In the case of such Copyright registrations or applications therefor
which were acquired by any Grantor, each such Grantor shall promptly (but in no event later than five Business Days (or such longer
period as agreed to by Agent in writing in its sole discretion) following such acquisition) file the necessary documents with the
appropriate Governmental Authority identifying the applicable Grantor as the owner (or as a co-owner thereof, if such is the case)
of such Copyrights;


 






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(vi)          Each Grantor shall
take reasonable steps to maintain the confidentiality of, and otherwise protect and enforce its rights in, the Intellectual Property
that is necessary in or material to the conduct of such Grantor’s business, including, as applicable (A) protecting the
secrecy and confidentiality of its confidential information and trade secrets by having and enforcing a policy requiring all current
employees, consultants, licensees, vendors and contractors with access to such information to execute appropriate confidentiality
agreements, (B) taking actions reasonably necessary to ensure that no trade secret falls into the public domain, and (C) protecting
the secrecy and confidentiality of the source code of all software programs and applications of which it is the owner or licensee
by having and enforcing a policy requiring any licensees (or sublicensees) of such source code to enter into license agreements
with commercially reasonable use and non-disclosure restrictions; and


 


(vii)         No Grantor shall
enter into any Intellectual Property License material to the conduct of the business to receive any license or rights in any Intellectual
Property of any other Person unless such Grantor has used commercially reasonable efforts to permit the assignment of or grant
of a security interest in such Intellectual Property License (and all rights of Grantor thereunder) to Agent (and any transferees
of Agent).


 


(h)               Investment Property.


 


(i)            If any Grantor
shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the Closing Date, it shall promptly (and
in any event within five Business Days (or such longer period as agreed to by Agent in writing in its sole discretion) of acquiring
or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests;


 


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


 


(iii)          Each Grantor
shall promptly deliver to Agent a copy of each material notice or other material communication received by it in respect of any
Pledged Interests;


 


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


 


(v)           Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings
under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to
effect any sale or transfer thereof;


 


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


 






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(vii)        With regard to
any Pledged Interests that are not certificated, any such Grantor of such non-certificated Pledged Interests (i) agrees promptly
to note on its books the security interests granted to Agent and confirmed under this Agreement, (ii) agrees that after the occurrence
and during the continuation of an Event of Default, it will comply with instructions of Agent or its nominee with respect to the
applicable Pledged Interests without further consent by the applicable Grantor, (iii) to the extent permitted by law, agrees that
the “issuer’s jurisdiction” (as defined in Section 8-110 of the UCC) is the State of New York, (iv) agrees to
notify Agent upon obtaining knowledge of any interest in favor of any person in the applicable Pledged Interests that is materially
adverse to the interest of the Agent therein, other than any Permitted Liens and (v) waives any right or requirement at any time
hereafter to receive a copy of this Agreement in connection with the registration of any Pledged Interests hereunder in the name
of Agent or its nominee or the exercise of voting rights by Agent or its nominee.


 


(i)                Real Property;
Fixtures. Each Grantor covenants and agrees that upon the acquisition of any fee interest in Real Property having a fair market
value in excess of $1,000,000 it will promptly (and in any event within two Business Days (or such longer period as agreed
to by Agent in writing in its sole discretion) of acquisition) notify Agent of the acquisition of such Real Property and will
grant to Agent, for the benefit of the Lender Group and the Bank Product Providers, a first priority (subject only to the terms
of the Intercreditor Agreement, the Permitted Liens which are non-consensual Permitted Liens, permitted purchase money Liens,
or the interests of lessors under Capital Leases) Mortgage on each fee interest in Real Property now or hereafter owned by such
Grantor and shall deliver such other documentation and opinions, in form and substance satisfactory to Agent, in connection with
the grant of such Mortgage as Agent shall request in its Permitted Discretion, including title insurance policies, financing statements,
fixture filings and environmental audits and such Grantor shall pay all recording costs, intangible taxes and other fees and costs
(including reasonable attorneys’ fees and expenses) incurred in connection therewith. Each Grantor acknowledges and agrees
that, to the extent permitted by applicable law, all of the Collateral shall remain personal property regardless of the manner
of its attachment or affixation to real property.


 


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


 


(k)               Controlled Accounts;
Controlled Investments.


 


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


 






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(ii)           Subject to any
applicable time periods provided under Schedule 3.6 to the Credit Agreement, each Grantor shall establish and maintain
Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable
to Agent. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will
comply with any instructions originated by Agent directing the disposition of the funds in each applicable Controlled Account
without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise
any rights of setoff or recoupment or any other claim against each applicable Controlled Account other than for payment of its
service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other
items of payment, and (C) upon the instruction of Agent (an “Activation Instruction”), the Controlled Account
Bank will forward by daily sweep all amounts in each applicable Controlled Account to the Agent’s Account. Agent agrees
not to issue an Activation Instruction with respect to the Controlled Accounts unless a Cash Dominion Event has occurred at the
time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction
(the “Rescission”) after any Cash Dominion Period has ended;


 


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


 


(iv)         Other than (A) with
respect to Excluded Accounts, and (B) an aggregate amount of not more than $50,000 (calculated at current exchange rates) at any
one time, in the case of Subsidiaries of Grantors that are CFCs, no Grantor will, and no Grantor will permit its Subsidiaries
to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit
Accounts or Securities Accounts unless Grantor or its Subsidiary, as applicable, and the applicable bank or securities intermediary
have entered into Control Agreements or, with respect to CFCs, other arrangement or agreements under applicable foreign law, governing
such Permitted Investments in order to perfect (or further establish) Agent’s Liens in such Permitted Investments.


 


(l)                Name, Etc.
No Grantor will, nor will any Grantor permit any of its Subsidiaries to, change its name, chief executive office, organizational
identification number, jurisdiction of organization or organizational identity; provided, that any Grantor or any of its
Subsidiaries may change its name or chief executive office upon at least ten (10) days prior written notice to Agent of such change.


 


(m)              Account Verification.
Each Grantor will, and will cause each of its Subsidiaries to, permit Agent, in Agent’s name or in the name or a nominee
of Agent, to verify the validity, amount or any other matter relating to any Account, by mail, telephone, facsimile transmission
or other electronic means of transmission or otherwise. Further, at the request of Agent, each Grantor will, and will cause each
of its Subsidiaries to, send requests for verification of Accounts or, after the occurrence and during the continuance of an Event
of Default, send notices of assignment of Accounts to Account Debtors and other obligors.


 






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(n)              Motor Vehicles.
Promptly (and in any event within ten (10) Business Days) (or such later date as the Agent may agree to in its sole discretion)
after request by Agent, with respect to all goods covered by a certificate of title owned by any Grantor with an aggregate fair
market value in excess of $500,000, such Grantor shall deliver to Agent or Agent’s designee, the certificates of title for
all such goods and promptly (and in any event within ten (10) Business Days) (or such later date as the Agent may agree to in
its sole discretion) after request by Agent, such Grantor shall take all actions necessary to cause such certificates to be filed
(with the Agent’s Lien noted thereon) in the appropriate state motor vehicle filing office.


 


(o)               Pledged Notes. Grantors (i) without the prior written consent of Agent, will not (A) waive or release any obligation
of any Person that is obligated under any of the Pledged Notes, (B) take or omit to take any action or knowingly suffer or permit
any action to be omitted or taken, the taking or omission of which would result in any right of offset against sums payable under
the Pledged Notes, or (C) other than Permitted Dispositions, assign or surrender their rights and interests under any of the Pledged
Notes or terminate, cancel, modify, change, supplement or amend the Pledged Notes, and (ii) shall provide to Agent copies of all
material written notices (including notices of default) given or received with respect to the Pledged Notes promptly after giving
or receiving such notice.


 


(p)               Keepwell. Each Qualified ECP Grantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes
to provide such funds or other support as may be needed from time to time by each other Loan Party to guaranty and otherwise honor
all Obligations in respect of Swap Obligations. The obligations of each Qualified ECP Grantor under this Section shall remain in
full force and effect until payment in full of the Obligations. Each Qualified ECP Grantor intends that this Section 7(p)
constitute, and this Section 7(p) shall be deemed to constitute, a “keepwell, support, or other agreement” for
the benefit of each other Grantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 


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


 


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


 


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


 






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9.              Further Assurances.


 


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


 


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


 


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


 


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


 


10.           Agent’s
Right to Perform Contracts, Exercise Rights, etc. Upon the occurrence and during the continuance of an Event of Default, Agent
(or its designee) (a) may proceed to perform any and all of the obligations of any Grantor contained in any contract, lease, or
other agreement and exercise any and all rights of any Grantor therein contained as fully as such Grantor itself could, (b) shall
have the right (subject to Section 17(b)) to use any Grantor’s rights under Intellectual Property Licenses in connection
with the enforcement of Agent’s rights hereunder, including the right to prepare for sale and sell any and all Inventory
and Equipment now or hereafter owned by any Grantor and now or hereafter covered by such licenses, and (c) shall have the right
to request that any Equity Interests that are pledged hereunder be registered in the name of Agent or any of its nominees.


 


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


 


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


 


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


 


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


 






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


 


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


 


(f)               to use any Intellectual
Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade
names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale,
or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of
such Grantor; and


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


(a)               Upon the occurrence
and during the continuation of an Event of Default, (i) Agent may, at its option, and with two (2) Business Days prior notice
to any Grantor (unless such Event of Default is an Event of Default specified in Section 8.4 or 8.5 of the Credit
Agreement, in which case no such notice need be given), and in addition to all rights and remedies available to Agent under any
other agreement, at law, in equity, or otherwise, exercise all voting rights, or any other ownership or consensual rights (including
any dividend or distribution rights) in respect of the Pledged Interests owned by such Grantor, but under no circumstances is
Agent obligated by the terms of this Agreement to exercise such rights, and (ii) if Agent duly exercises its right to vote any
of such Pledged Interests, each Grantor hereby appoints Agent, such Grantor’s true and lawful attorney-in-fact and IRREVOCABLE
PROXY to vote such Pledged Interests in any manner Agent deems advisable for or against all matters submitted or which may be
submitted to a vote of shareholders, partners or members, as the case may be. The power-of-attorney and proxy granted hereby is
coupled with an interest and shall be irrevocable.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 






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


 


20.            Indemnity.
Each Grantor agrees to indemnify Agent, the other members of the Lender Group, and the Bank Product Providers from and against
all claims, lawsuits and liabilities (including reasonable attorneys’ fees) arising out of or resulting from this Agreement
(including enforcement of this Agreement) or any other Loan Document to which such Grantor is a party in accordance with and to
the extent set forth in Section 10.3 of the Credit Agreement. This provision shall survive the termination of this Agreement
and the Credit Agreement and the repayment of the Secured Obligations.


 


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


 


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


 






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23.           Continuing Security
Interest: Assignments under Credit Agreement.


 


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


 


(b)              If any member
of the Lender Group or any Bank Product Provider repays, refunds, restores, or returns in whole or in part, any
payment or property (including any proceeds of Collateral) previously paid or transferred to such member
of the Lender Group or such Bank Product Provider in full or partial satisfaction of any Secured Obligation or on account
of any other obligation of any Loan Party under any Loan Document or any Bank Product Agreement, because the
payment, transfer, or the incurrence of the obligation so satisfied is asserted or declared to be void, voidable, or otherwise
recoverable under any law relating to creditors’ rights, including provisions of the Bankruptcy Code relating to fraudulent transfers,
preferences, or other voidable or recoverable obligations or transfers (each, a “Voidable Transfer”),
or because such member of the Lender Group or Bank Product Provider elects to do so on the reasonable advice of its counsel
in connection with a claim that the payment, transfer, or incurrence is or may be a Voidable Transfer, then, as to any
such Voidable Transfer, or the amount thereof that such member of the Lender Group or Bank Product Provider elects to repay,
restore, or return (including pursuant to a settlement of any claim in respect thereof), and as to all reasonable costs, expenses,
and attorneys’ fees of such member of the Lender Group or Bank Product Provider related thereto, (i) the
liability of the Loan Parties with respect to the amount or property paid, refunded, restored, or returned will automatically
and immediately be revived, reinstated, and restored and will exist, and (ii) Agent’s Liens securing such liability
shall be effective, revived, and remain in full force and effect, in each case, as fully as if such Voidable Transfer
had never been made.  If, prior to any of the foregoing, (A) Agent’s Liens shall have been released or terminated,
or (B) any provision of this Agreement shall have been terminated or cancelled, Agent’s Liens, or such provision
of this Agreement, shall be reinstated in full force and effect and such prior release, termination, cancellation or surrender
shall not diminish, release, discharge, impair or otherwise affect the obligation of any Loan Party in respect of such liability
or any Collateral securing such liability.


 


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


 






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25.           CHOICE OF LAW
AND VENUE; JURY TRIAL WAIVER.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


28.           Miscellaneous.


 


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


 


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


 


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


 


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


 






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29.            Intercreditor Agreement.


 


(a)               Notwithstanding anything
herein to the contrary, the priority of Agent’s Liens and the exercise, after the occurrence and during the continuance
of an Event of Default, of any right or remedy by Agent or any Lender with respect to certain of the Collateral hereunder or under
any other Loan Document are subject to the provisions of the Intercreditor Agreement. In the event of any direct and irreconcilable
conflict between the terms of the Intercreditor Agreement and this Agreement with respect to (a) the priority of Agent’s
Liens or (b) the rights of Agent or any Lender under this Agreement with respect to certain Collateral after the occurrence and
during the continuance of an Event of Default, the terms of the Intercreditor Agreement shall govern and control.


 


(b)              Any reference in this Agreement or any other Loan Document to a “first priority lien” or words of similar effect
in describing the Liens created hereunder or under any other Loan Document shall be understood to refer to such priority as set
forth in the Intercreditor Agreement. Nothing in this Section 29 shall be construed to provide that any Grantor is a third
party beneficiary of the provisions of the Intercreditor Agreement or may assert any rights, defenses or claims on account of the
Intercreditor Agreement or this Section 29 (other than as set forth in the last sentence hereof) and each Grantor (x) agrees
that, except as expressly otherwise provided in the Intercreditor Agreement, nothing in the Intercreditor Agreement is intended
or shall impair the obligation of any Grantor to pay the obligations under this Agreement or any other Loan Document as and when
the same become due and payable in accordance with their respective terms, or to affect the relative rights of the creditors of
any Grantor, other than Agent and the Lenders as between themselves and (y) if Agent shall enforce its rights or remedies in violation
of the terms of the Intercreditor Agreement, no Grantor shall use such violation as a defense to any enforcement of remedies otherwise
to the extent such action is taken in accordance with the terms of this Agreement and the other Loan Documents by Agent or any
Lender or assert such violation, to the extent taken in accordance with the terms of this Agreement, as a counterclaim or basis
for set-off or recoupment against Agent or any Lender and agrees to abide by the terms of this Agreement and to keep, observe and
perform the several matters and things herein intended to be kept, observed and performed by it. In furtherance of the foregoing,
notwithstanding anything to the contrary set forth herein (other than with respect to Grantors’ obligations to deliver Control
Agreements pursuant to this Agreement, the Credit Agreement and any other Loan Document), prior to the payment in full of the Term
Loan Obligations to the extent that any Grantor is required to (i) give physical possession over any Term Loan Priority Collateral
to Agent under this Agreement or the other Loan Documents, such requirement to give possession shall be satisfied if such Collateral
is delivered to and held by the Term Loan Agent pursuant to the Intercreditor Agreement and (ii) take any other action with respect
to the Term Loan Priority Collateral or any proceeds thereof, including delivery of such Collateral or proceeds thereof, such requirement
to take any action shall be satisfied if such action is taken with respect to the Term Loan Priority Collateral or any proceeds
thereof in accordance with the terms of the Term Loan Documents and the Intercreditor Agreement.


 


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


 






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


 


	 	GRANTORS:
	 	 
	 	HUDSON TECHNOLOGIES, INC.,
	 	a New York corporation
	 	 
	 	 
	 	By: 	/s/ Brian F. Coleman
	 	 	Name: Brian F. Coleman
	 	 	Title: President and Chief Operating Officer




 


	 	HUDSON TECHNOLOGIES COMPANY,
	 	a Tennessee corporation
	 	 
	 	 
	 	By: 	/s/ Brian F. Coleman
	 	 	Name: Brian F. Coleman
	 	 	Title: President and Chief Operating Officer




 


	 	HUDSON HOLDINGS, INC.,
	 	a Nevada corporation
	 	 
	 	 
	 	By:	/s/ Brian F. Coleman
	 	 	Name: Brian F. Coleman
	 	 	Title: President and Chief Operating Officer




 


	 	ASPEN REFRIGERANTS, INC.,
	 	a Delaware corporation
	 	 
	 	 
	 	By:	 /s/ Brian F. Coleman
	 	 	Name: Brian F. Coleman
	 	 	Title: President and Chief Operating Officer




 


[Hudson Technologies - Signature Page to
Guaranty and Security Agreement]


 






    


     


    

 


	 	GRANTORS (CONT’D):
	 	 
	 	GLACIER INTERNATIONAL,
    INC.,
	 	a New York corporation
	 	 
	 	 
	 	By: 	/s/ Brian F. Coleman
	 	 	Name: Brian F. Coleman
	 	 	Title: President and Chief Operating Officer




 


	 	GLACIER TRADING CORP.,
	 	a New York corporation
	 	 
	 	 
	 	By: 	/s/ Brian F. Coleman
	 	 	Name: Brian F. Coleman
	 	 	Title: President and Chief Operating Officer




 


	 	HFC INTERNATIONAL, INC.,
	 	a New York corporation
	 	 
	 	 
	 	By:	 /s/ Brian F. Coleman
	 	 	Name: Brian F. Coleman
	 	 	Title: President and Chief Operating Officer




 


	 	HFC TRADERS, INC.,
	 	a New York corporation
	 	 
	 	 
	 	By: 	/s/ Brian F. Coleman
	 	 	Name: Brian F. Coleman
	 	 	Title: President and Chief Operating Officer




 


	 	RGIT TRADING CORP.,
	 	a New York corporation
	 	 
	 	 
	 	By: 	/s/ Brian F. Coleman
	 	 	Name: Brian F. Coleman
	 	 	Title: President and Chief Operating Officer




 


[Hudson Technologies - Signature Page to
Guaranty and Security Agreement]


 






    


     


    

 


	 	GRANTORS (CONT’D):
	 	 
	 	RCTI CORP.,
	 	a New York corporation
	 	 
	 	 
	 	By: 	/s/ Brian F. Coleman
	 	 	Name: Brian F. Coleman
	 	 	Title: President and Chief Operating Officer




 


	 	RCTI TRADING, INC.,
	 	a New York corporation
	 	 
	 	 
	 	By: 	/s/ Brian F. Coleman
	 	 	Name: Brian F. Coleman
	 	 	Title: President and Chief Operating Officer




 


	 	RGIT, INC.,
	 	a New York corporation
	 	 
	 	 
	 	By: 	/s/ Brian F. Coleman
	 	 	Name: Brian F. Coleman
	 	 	Title: President and Chief Operating Officer




 


	 	RGT ENTERPRISES, INC.,
	 	a New York corporation
	 	 
	 	 
	 	By: 	/s/ Brian F. Coleman
	 	 	Name: Brian F. Coleman
	 	 	Title: President and Chief Operating Officer




 


	 	RCT INTERNATIONAL, INC.,
	 	a New York corporation
	 	 
	 	 
	 	By: 	/s/ Brian F. Coleman
	 	 	Name: Brian F. Coleman
	 	 	Title: President and Chief Operating Officer




 


[Hudson Technologies - Signature Page to
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	 	AGENT:
	 	 
	 	WELLS FARGO BANK, NATIONAL
    ASSOCIATION,
	 	a national banking association
	 	 
	 	 
	 	By:	 /s/ Victor Panasci
	 	 	Name: Victor Panasci
	 	 	Title: Its Authorized Signatory




 


[Hudson Technologies
- Signature Page to Guaranty and Security Agreement]