Exhibit 10.12


 





 






 


GUARANTEE AND COLLATERAL AGREEMENT


 


dated as of


 


August 19, 2014


 


among


 


MEDLEY LLC,


 


the Subsidiary Guarantors


from time to time party hereto


 


and


 


CITY NATIONAL BANK,


as Collateral Agent


 





 






 




    	 



    	 



    

  


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	 	ARTICLE I	 
	 	Definitions	 
	 	 	 
	SECTION 1.01	Credit Agreement	1
	SECTION 1.02	Other Defined Terms	1
	 	 	 
	 	ARTICLE II	 
	 	Guarantee	 
	 	 	 
	SECTION 2.01	Guarantee	4
	SECTION 2.02	Guarantee of Payment	5
	SECTION 2.03	No Limitations, Etc.	5
	SECTION 2.04	Bankruptcy, etc.	7
	SECTION 2.05	Reinstatement	8
	SECTION 2.06	Subrogation	8
	SECTION 2.07	Information	8
	 	 	 
	 	ARTICLE III	 
	 	Pledge of Securities	 
	 	 	 
	SECTION 3.01	Pledge	8
	SECTION 3.02	Delivery of the Pledged Collateral	9
	SECTION 3.03	Representations, Warranties and Covenants	9
	SECTION 3.04	Certification of Limited Liability Company Interests and Limited Partnership Interests	11
	SECTION 3.05	Registration in Nominee Name; Denominations	11
	SECTION 3.06	Voting Rights; Dividends and Interest, Etc.	11
	 	 	 
	 	ARTICLE IV	 
	 	Security Interests in Personal Property	 
	 	 	 
	SECTION 4.01	Security Interest	13
	SECTION 4.02	Representations and Warranties	15
	SECTION 4.03	Covenants	17
	SECTION 4.04	Other Actions	20
	SECTION 4.05	Covenants Regarding Patent, Trademark and Copyright Collateral	22
	 	 	 
	 	ARTICLE V	 
	 	Remedies	 
	 	 	 
	SECTION 5.01	Remedies Upon Default	23
	SECTION 5.02	Application of Proceeds	24
	SECTION 5.03	Grant of License to Use Intellectual Property; Consents	24
	SECTION 5.04	Investment Advisers Act, Securities Act, Etc.	25
	SECTION 5.05	Public Sale	26


 




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	 	ARTICLE VI	 
	 	Subrogation and Subordination	 
	 	 	 
	SECTION 6.01	Contribution and Subrogation	26
	SECTION 6.02	Subordination	26
	 	 	 
	 	ARTICLE VII	 
	 	Miscellaneous	 
	 	 	 
	SECTION 7.01	Notices	26
	SECTION 7.02	Security Interest Absolute	27
	SECTION 7.03	Survival of Agreement	27
	SECTION 7.04	Binding Effect; Several Agreement	27
	SECTION 7.05	Successors and Assigns	27
	SECTION 7.06	Collateral Agent’s Fees and Expenses; Indemnification	27
	SECTION 7.07	Collateral Agent Appointed Attorney-in-Fact	28
	SECTION 7.08	Applicable Law	28
	SECTION 7.09	Waivers; Amendment	28
	SECTION 7.10	WAIVER OF JURY TRIAL	29
	SECTION 7.11	Severability	29
	SECTION 7.12	Counterparts	29
	SECTION 7.13	Headings	29
	SECTION 7.14	Jurisdiction; Consent to Service of Process	29
	SECTION 7.15	Termination or Release	30
	SECTION 7.16	Additional Subsidiaries	30
	SECTION 7.17	Right of Setoff	31


 




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	Schedules	 	 
	 	 	 
	Schedule I	Subsidiary Guarantors	 
	Schedule II	Equity Interests; Pledged Debt Securities	 
	Schedule III	Intellectual Property	 
	Schedule IV	Commercial Tort Claims	 
	 	 	 
	Exhibits	 	 
	 	 	 
	Exhibit A	Form of Supplement	 
	Exhibit B	Form of Perfection Certificate	 


 




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GUARANTEE AND COLLATERAL
AGREEMENT, dated as of August 19, 2014 (this “Agreement”), among MEDLEY LLC, a Delaware limited liability
company (the “Borrower”), the Subsidiaries of the Borrower from time to time party hereto and CITY NATIONAL
BANK, a national banking association (“CNB”), as collateral agent (in such capacity, the “Collateral
Agent”).


 


PRELIMINARY STATEMENT


 


Reference is made to
the Credit Agreement, dated as of August 19, 2014 (as amended, amended and restated, supplemented or otherwise modified from time
to time, the “Credit Agreement”), among the Borrower, the lenders from time to time party thereto (the
“Lenders”), and CNB, as administrative agent (in such capacity, the “Administrative Agent”)
and Collateral Agent.


 


The Lenders have agreed
to extend credit to the Borrower pursuant to, and upon the terms and conditions specified in, the Credit Agreement. The obligations
of the Lenders to extend credit to the Borrower are conditioned upon, among other things, the execution and delivery of this Agreement
by the Borrower and each Guarantor. Each Guarantor is an affiliate of the Borrower, will derive substantial benefits from the extension
of credit to the Borrower pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce
the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:


 


ARTICLE I


Definitions


 


SECTION 1.01          Credit
Agreement. (a) All capitalized terms defined in the New York UCC (as such term is defined herein) and not defined in this
Agreement have the meanings specified therein (and if defined in more than one Article of the New York UCC, such terms shall have
the meaning specified in Article 8 or Article 9 of the New York UCC). All other capitalized terms used in this Agreement and not
otherwise defined herein have the meanings set forth in the Credit Agreement. All references to the Uniform Commercial Code shall
mean the New York UCC or, when the context implies, the Uniform Commercial Code as in effect from time to time in any other applicable
jurisdiction.


 


(b)          The
rules of construction specified in Section 1.02 of the Credit Agreement also apply to this Agreement; provided that
all references to “this Agreement” in such Section 1.02 shall be deemed to be references to this Agreement.


 


SECTION 1.02          Other
Defined Terms. As used in this Agreement, the following terms have the meanings specified below:


 


“Account
Control Agreement” shall mean (i) with respect to any Deposit Account, an agreement among the applicable Grantor,
the Collateral Agent and the applicable financial institution as required by Section 4.04(b), and (ii) with respect to any
Securities Account or Commodities Account, an agreement between the Collateral Agent and the applicable Securities Intermediary
or Commodity Intermediary as required by Section 4.04(c).


 


“Accounts
Receivable” shall mean all Accounts and all right, title and interest in any returned goods, together with all rights,
titles, securities and guarantees with respect thereto, including any rights to stoppage in transit, replevin, reclamation and
resales, and all related security interests, liens and pledges, whether voluntary or involuntary, in each case whether now existing
or owned or hereafter arising or acquired.


 




    	 



    	 



    

  


“Administrative
Agent” shall have the meaning assigned to such term in the preliminary statement.


 


“Advisers
Act” shall mean the Investment Advisers Act of 1940, as amended.


 


“Borrower”
shall have the meaning assigned to such term in the preamble.


 


“Claiming
Guarantor” shall have the meaning assigned to such term in Section 6.02.


 


“Collateral”
shall mean the Security Collateral and the Pledged Collateral.


 


“Collateral
Agent” shall have the meaning assigned to such term in the preamble.


 


“Contributing
Guarantor” shall have the meaning assigned to such term in Section 6.02.


 


“Copyright
License ” shall mean any written agreement to which any Grantor is a party, now or hereafter in effect, granting
any right to any third Person under any Copyright now or hereafter owned by such Grantor or that such Grantor otherwise has the
right to license, or granting any right to such Grantor under any Copyright now or hereafter owned by any third Person, and all
rights of such Grantor under any such agreement.


 


“Copyrights”
shall mean (a) all copyright rights in any work subject to the copyright laws of the United States or any other country, whether
as author, assignee or transferee, and (b) all registrations and applications for registration of any such copyright in the United
States or any other country, including registrations, recordings, supplemental registrations and pending applications for registration
in the USCO (or any successor office or any similar office in any other country), including those listed on Schedule III.


 


“Credit Agreement”
shall have the meaning assigned to such term in the preliminary


 


statement.


 


“Discharge
of the Obligations” occurs when all Obligations have been paid in full in cash (or, in the case of obligations with
respect to Bank Products, providing Bank Product Collateralization) other than unasserted contingent indemnification Obligations
and the commitments of Lenders to extend credit under the Credit Agreement have been terminated.


 


“Federal
Securities Laws” shall have the meaning assigned to such term in Section 5.04.


 


“Grantors”
shall mean the Borrower and the Guarantors.


 


“Guarantors”
shall mean the Borrower and the Subsidiary Guarantors.


 


“Intellectual
Property” shall mean all intellectual property of any Grantor of every kind and nature including registrable designs,
Patents, Copyrights, Trademarks, trade secrets, confidential or proprietary information and know-how.


 


“Investment
Company Act” shall mean the Investment Company Act of 1940, as amended.


 


“License”
shall mean any Patent License, Trademark License, Copyright License or other written license or sublicense agreement granting rights
in Intellectual Property to which any Grantor is a party, including those listed on Schedule III.


 




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“Loan Document
Obligations” shall mean (a) the due and punctual payment of (i) the principal of and interest (including interest
accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed
or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set
for prepayment or otherwise, and (ii) all other monetary obligations of the Borrower to any of the Secured Parties under the Credit
Agreement and each of the other Loan Documents, including fees, costs, expenses and indemnities, whether primary, secondary, direct,
contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership
or other similar proceeding, regardless of whether allowed or allowable in such proceeding), (b) the due and punctual performance
of all other obligations of the Borrower under the Credit Agreement and the other Loan Documents, and (c) the due and punctual
payment of all the obligations of each other Loan Party under or pursuant to this Agreement and each of the other Loan Documents.


 


“Management
Fee Documents” shall have the meaning assigned to such term in the Undertaking Agreement.


 


“Material
Foreign Intellectual Property” shall mean any Intellectual Property established under the Laws of any jurisdiction
outside the United States, the materiality of which justifies the cost of pursuing the creation and perfection of a Lien in favor
of the Collateral Agent therein in such jurisdiction (as determined by the Collateral Agent in its reasonable judgment at any time).


 


“New York
UCC” shall mean the Uniform Commercial Code as from time to time in effect in the State of New York.


 


“Obligations”
shall mean (a) the Loan Document Obligations, (b) the due and punctual performance of all obligations of the Borrower under the
Loan Documents (other than the Credit Agreement), (c) the due and punctual performance of the obligations of the Loan Parties (other
than the Borrower) under or pursuant to the Credit Agreement and each of the other Loan Documents, and (d) the Bank Product Obligations.
With respect to any Guarantor, if and to the extent, 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), all or a portion of the guarantee of
such Guarantor of, or the grant by such Guarantor of a security interest for, any Obligation (the “Excluded Obligation”)
to pay or perform under any Secured Hedging Agreement that constitutes a “swap” within the meaning of section 1a(47)
of the Commodity Exchange Act is or becomes illegal, the Obligations guaranteed or secured by such Guarantor shall not include
any such Excluded Obligation.


 


“Patent License”
shall mean any written agreement to which any Grantor is a party, now or hereafter in effect, granting to any third Person any
right to make, use or sell any invention on which a Patent, now or hereafter owned by such Grantor or that any Grantor otherwise
has the right to license, is in existence, or granting to such Grantor any right to make, use or sell any invention on which a
patent, now or hereafter owned by any third Person, is in existence, and all rights of such Grantor under any such agreement.


 


“Patents”
shall mean (a) all letters patent of the United States or the equivalent thereof in any other country, all registrations and recordings
thereof, and all applications for letters patent of the United States or the equivalent thereof in any other country, including
registrations, recordings and pending applications in the PTO (or any successor or any similar offices in any other country), including
those listed on Schedule III, and (b) all reissues, continuations, divisions, continuations-in-part, renewals or extensions
thereof, and the inventions disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed
or claimed therein.


 




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“Perfection
Certificate” shall mean a certificate substantially in the form of Exhibit B, completed and supplemented with
the schedules and attachments contemplated thereby, and duly executed by a Responsible Officer of the Borrower.


 


“Pledged
Collateral” shall have the meaning assigned to such term in Section 3.01.


 


“Pledged
Debt Securities” shall have the meaning assigned to such term in Section 3.01.


 


“Pledged
Equity” shall have the meaning assigned to such term in Section 3.01.


 


“Pledged
Securities” shall mean any promissory notes, stock certificates or other securities now or hereafter included in
the Pledged Collateral, including all certificates, instruments or other documents representing or evidencing any Pledged Collateral.


 


“PTO”
shall mean the United States Patent and Trademark Office.


 


“Secured
Parties” shall mean (a) the Lenders, (b) the Administrative Agent, (c) the Collateral Agent, (d) each Bank Product
Provider, (e) the beneficiaries of each indemnification obligation undertaken by any Loan Party under any Loan Document and (f)
the successors and assigns of each of the foregoing.


 


“Security Collateral”
shall have the meaning assigned to such term in Section 4.01.


 


“Security Interest”
shall have the meaning assigned to such term in Section 4.01.


 


“Subsidiary
Guarantor” shall mean (a) the Subsidiaries identified on Schedule I hereto as Subsidiary Guarantors and (b)
each other Subsidiary that becomes a party to this Agreement as a Subsidiary Guarantor after the Closing Date.


 


“Trademark
License” shall mean any written agreement to which any Grantor is a party, now or hereafter in effect, granting to
any third Person any right to use any trademark now or hereafter owned by such Grantor or that such Grantor otherwise has the right
to license, or granting to such Grantor any right to use any trademark now or hereafter owned by any third Person, and all rights
of such Grantor under any such agreement.


 


“Trademarks”
shall mean (a) all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business
names, trade styles, trade dress, logos, other source or business identifiers, all registrations thereof, and all registrations
and pending applications thereof, including registrations and registration applications in the PTO (or any successor office) or
any similar offices in any State of the United States or any other country or any political subdivision thereof, and all extensions
or renewals thereof, including those listed on Schedule III, and (b) all goodwill connected with the use thereof and symbolized
thereby.


 


“USCO”
shall mean the United States Copyright Office.


 


ARTICLE II


Guarantee


 


SECTION 2.01         Guarantee.
(a) Each Guarantor unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely
as a surety, the due and punctual payment and performance of the Obligations. Each Guarantor further agrees that the Obligations
may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon
its guarantee notwithstanding any extension or renewal of any Obligation. Each Guarantor waives presentment to, demand of payment
from and protest to the Borrower, any other Loan Party of any Obligation, and also waives notice of acceptance of its guarantee
and notice of protest for nonpayment.


 




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(b)          If
and to the extent required in order for the Obligations of any Guarantor to be enforceable under applicable federal, state or other
laws relating to the insolvency of debtors, the maximum liability of such Guarantor hereunder shall be limited to the greatest
amount that can lawfully be guaranteed by such Guarantor under such laws, after giving effect to any rights of contribution, reimbursement
and subrogation arising under Article VI. Each Guarantor acknowledges and agrees that (i) such Guarantor (as opposed to
its creditors, representatives of creditors or bankruptcy trustee, including such Guarantor in its capacity as debtor in possession
exercising any powers of a bankruptcy trustee) has no personal right under such laws to reduce, or request any judicial relief
that has the effect of reducing, the amount of its liability under this Agreement, (ii) such Guarantor (as opposed to its creditors,
representatives of creditors or bankruptcy trustee, including such Guarantor in its capacity as debtor in possession exercising
any powers of a bankruptcy trustee) has no personal right to enforce the limitation set forth in this Section 2.01(b) or
to reduce, or request judicial relief reducing, the amount of its liability under this Agreement, and (iii) the limitation set
forth in this Section 2.01(b) may be enforced only to the extent required under such laws in order for such Guarantor’s
obligations hereunder to be enforceable under such laws and only by or for the benefit of a creditor, representative of creditors
or bankruptcy trustee of such Guarantor or other Person entitled, under such laws, to enforce the provisions thereof.


 


(c)          Each
Guarantor agrees that the Borrower’s Obligations may at any time and from time to time be incurred or permitted in an amount
exceeding the maximum liability of such Guarantor under Section 2.01(b) without impairing the validity or enforceability
of the guaranty contained in this Article II and without affecting the claims, interests, rights and remedies of any Secured
Party hereunder.


 


SECTION 2.02          Guarantee
of Payment. Each Guarantor further agrees that its guarantee hereunder constitutes a guarantee of payment when due and
not of collection, and waives any right to require that any resort be had by the Collateral Agent or any other Secured Party to
any security held for the payment of the Obligations or to any balance of any Deposit Account or credit on the books of the Collateral
Agent or any other Secured Party in favor of the Borrower or any other Person.


 


SECTION 2.03          No
Limitations, Etc. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section
7.15, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination
for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense
or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the
Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall be
valid and enforceable and shall not be discharged, terminated, reduced or impaired or otherwise affected by (i) the failure of
the Collateral Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions
of any Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms
or provisions of, any Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement,
(iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the
Collateral Agent or any other Secured Party for the Obligations or any of them, (iv) any default, failure or delay, willful or
otherwise, in the performance of the Obligations, or (v) any other act or omission that may or might in any manner or to any extent
vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the
indefeasible payment in full in cash of all the Obligations), in each case whether or not any Guarantor shall have had notice or
knowledge thereof. Each Guarantor expressly authorizes the Collateral Agent to take and hold security for the payment and performance
of the Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply
such security and direct the order and manner of any sale thereof in its sole discretion or to release or substitute any one or
more other guarantors or obligors upon or in respect of the Obligations, all without affecting the obligations of any Guarantor
hereunder.


 




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(b)       To
the fullest extent permitted by applicable law, each Guarantor waives (i) any defense based on or arising out of any defense of
the Borrower or any other Obligor or the unenforceability of the Obligations or any part thereof from any cause, or the cessation
from any cause of the liability of the Borrower or any other Obligor, other than the indefeasible payment in full in cash of all
the Obligations; (ii) any right to require any Secured Party, as a condition of payment or performance by such Guarantor, to (A)
proceed against the Borrower, any other guarantor (including any other Guarantor) of the Obligations or any other Person, (B) proceed
against or exhaust any security held from the Borrower, any such other guarantor or any other Person, (C) proceed against or have
resort to any balance of any Deposit Account or credit on the books of any Secured Party in favor of the Borrower or any other
Person, or (D) pursue any other remedy in the power of any Secured Party whatsoever; (iii) any defense based upon any statute or
rule of law that provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome
than that of the principal; (iv) any principles or provisions of law, statutory or otherwise, that are or might be in conflict
with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder; (v) the benefit of
any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof; (vi) any rights to set
offs, recoupments and counterclaims; (vii) promptness, diligence and any requirement that any Secured Party protect, secure, perfect
or insure any security interest or lien or any property subject thereto; (viii) notices, demands, presentments, protests, notices
of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder
or under the Secured Hedging Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification
of the Obligations or any agreement related thereto, notices of any extension of credit to the Borrower or notices of any of the
matters referred to in this Section 2.03 and any right to consent to any thereof; and (ix) any defenses or benefits that
may be derived from or afforded by law that limit the liability of or exonerate guarantors or sureties, or that may conflict with
the terms hereof. The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by
one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure,
compromise or adjust any part of the Obligations, make any other accommodation with the Borrower, any other Loan Party or exercise
any other right or remedy available to them against the Borrower, any other Loan Party, without affecting or impairing in any way
the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in
cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even
though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation
or other right or remedy of such Guarantor against the Borrower, any other Loan Party, as the case may be, or any security.


 


(c)          Each
Guarantor agrees that its obligations hereunder are irrevocable, absolute, independent and unconditional and shall not be affected
by any circumstance that constitutes a legal or equitable discharge of a guarantor or surety other than the indefeasible payment
in full in cash of the Obligations. In furtherance of the foregoing and without limiting the generality thereof, each Guarantor
agrees as follows:


 


(i)          the
obligations of each Guarantor hereunder are independent of the obligations of the Borrower and the obligations of any other guarantor
(including any other Guarantor) of the obligations of the Borrower, and a separate action or actions may be brought and prosecuted
against such Guarantor whether or not any action is brought against the Borrower or any of such other guarantors and whether or
not the Borrower is joined in any such action or actions;


 




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(ii)         payment
by any Guarantor of a portion, but not all, of the Obligations shall in no way limit, affect, modify or abridge any Guarantor’s
liability for any portion of the Obligations which has not been paid; and


 


(iii)        any
Secured Party, upon such terms as it deems appropriate, without notice or demand and without affecting the validity or enforceability
hereof or giving rise to any reduction, limitation, impairment, discharge or termination of any Guarantor’s liability hereunder,
from time to time may (i) renew, extend, accelerate, increase the rate of interest or yield on, or otherwise change the time, place,
manner or terms of payment of the Obligations; (ii) settle, compromise, release or discharge, or accept or refuse any offer of
performance with respect to, or substitutions for, the Obligations or any agreement relating thereto and/or subordinate the payment
of the same to the payment of any other obligations; (iii) request and accept other guaranties of the Obligations and take and
hold security for the payment hereof or the Obligations; (iv) release, surrender, exchange, substitute, compromise, settle, rescind,
waive, alter, subordinate or modify, with or without consideration, any security for payment of the Obligations, any other guaranties
of the Obligations, or any other obligation of any Person (including any other Guarantor) with respect to the Obligations; (v)
enforce and apply any security now or hereafter held by or for the benefit of such Secured Party in respect hereof or the Obligations
and direct the order or manner of sale thereof, or exercise any other right or remedy that such Secured Party may have against
any such security, in each case as such Secured Party in its discretion may determine consistent herewith or the applicable Secured
Hedging Agreement and any applicable security agreement, including foreclosure on any such security pursuant to one or more judicial
or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable, and even though such action operates
to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any Guarantor against the Borrower
or any security for the Obligations; and (vi) exercise any other rights or remedies available to it under the Loan Documents or
Secured Hedging Agreements.


 


SECTION 2.04         Bankruptcy,
etc.


 


(a)          The
obligations of the Guarantors hereunder shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated
by any case or proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation
or arrangement of the Borrower or any other Guarantor or by any defense that the Borrower or any other Guarantor may have by reason
of the order, decree or decision of any court or administrative body resulting from any such proceeding unless also stayed in connection
with the insolvency, bankruptcy or reorganization of such Guarantor.


 


(b)          Each
Guarantor acknowledges and agrees that any interest on any portion of the Obligations that accrues after the commencement of any
bankruptcy, reorganization or insolvency case or proceeding of or against the Borrower or any Guarantor (or, if interest on any
portion of the Obligations ceases to accrue by operation of law by reason of the commencement of such case or proceeding, such
interest as would have accrued on such portion of the Obligations if such case or proceeding had not been commenced) shall be included
in the Obligations because it is the intention of the Guarantors and the Secured Parties that the Obligations that are guaranteed
by the Guarantors pursuant hereto should be determined without regard to any rule of law or order that may relieve the Borrower
of any portion of such Obligations. The Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee
for the benefit of creditors or similar Person to pay the Administrative Agent, or allow the claim of the Administrative Agent
in respect of, any such interest accruing after the date on which such case or proceeding is commenced.


 




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(c)          If
acceleration of the time for payment of any amount payable by the Borrower under the Credit Agreement or any other Loan Document
is stayed upon the insolvency, bankruptcy or reorganization of the Borrower, all such amounts otherwise subject to acceleration
under the terms of the Credit Agreement or any other Loan Document shall nonetheless be payable by each of the Guarantors hereunder
forthwith on demand by the Administrative Agent unless also stayed in connection with the insolvency, bankruptcy or reorganization
of such Guarantor.


 


SECTION 2.05          Reinstatement.
Each Guarantor agrees that its guarantee hereunder shall continue to be effective or be reinstated, as the case may be, if at any
time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by the Collateral Agent or any
other Secured Party upon the bankruptcy or reorganization of the Borrower, any other Obligor or otherwise.


 


SECTION 2.06          Subrogation.
Upon payment by any Guarantor of any sums to the Collateral Agent as provided above, all rights of such Guarantor against the Borrower
or any other Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise
shall in all respects be subject to Article VI.


 


SECTION 2.07          Information.
Each Guarantor assumes all responsibility for being and keeping itself informed of the Borrower’s and each other Obligor’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 that such Guarantor assumes and incurs hereunder, and agrees that neither the Collateral Agent nor
any other Secured Party will have any duty to advise such Guarantor of information known to it or any of them regarding such circumstances
or risks.


 


ARTICLE III


Pledge of Securities


 


SECTION 3.01          Pledge.
As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby grants to the Collateral
Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Grantor’s
right, title and interest, whether now owned or hereafter acquired, in, to and under (a)(i) the Equity Interests owned by such
Grantor on the date hereof (including all such Equity Interests listed on Schedule II), (ii) any other Equity Interests
obtained in the future by such Grantor and (iii) the certificates (if any) representing all such Equity Interests; provided,
however, that the Equity Interests subject to the pledge provided in this Section 3.01 shall not include more than
66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, to the extent that the pledge of any
greater percentage would result in adverse tax consequences to the applicable Grantor as reasonably determined by the Borrower
or such Grantor and approved by the Collateral Agent in its reasonable discretion (all the Equity Interests described in the foregoing
clauses (i), (ii) and (iii) (subject to the proviso thereto) collectively referred to herein as the “Pledged
Equity”), (b)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities
listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor
and (iii) the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred
to herein as the “Pledged Debt Securities”), (c) all other property that may be delivered to and held
by the Collateral Agent pursuant to the terms of this Section 3.01, (d) subject to Section 3.06, all payments of
principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise
distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities
referred to in clauses (a) and (b) above, (e) subject to Section 3.06, all rights and privileges of such Grantor
with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above,
and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively
referred to as the “Pledged Collateral”). For the avoidance of doubt, “Pledged Collateral”
does not include any equity interests owned by any Person other than the Grantors.


 




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TO HAVE AND TO HOLD the
Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto,
unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject,
however, to the terms, covenants and conditions hereinafter set forth.


 


SECTION 3.02          Delivery
of the Pledged Collateral. (a) Each Grantor (i) has delivered all Pledged Securities held by such Grantor on the Closing
Date to the Collateral Agent (to the extent represented or evidenced by a certificate, instrument or other transferable document),
and (ii) agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all certificates, notes, instruments
or other documents representing or evidencing any Pledged Securities at any time hereafter acquired (to the extent represented
or evidenced by a certificate, instrument or other transferable document).


 


(b)          Each
Grantor will cause any Indebtedness for borrowed money owed to such Grantor by any Person (other than Indebtedness with an outstanding
principal amount of less than $1,000,000 in the aggregate owed to such Grantor by any Person that is not an Obligor) to be evidenced
by a duly executed promissory note that is pledged and delivered to the Collateral Agent pursuant to the terms hereof.


 


(c)          Upon
delivery to the Collateral Agent, (i) any certificate, note, instrument or document representing or evidencing Pledged Securities
shall be accompanied by undated membership interest, stock or note powers, as applicable, duly executed in blank or other undated
instruments of transfer reasonably satisfactory to the Collateral Agent and duly executed in blank and by such other instruments
and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral
shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or
documents as the Collateral Agent may reasonably request.


 


(d)          If
any Grantor acquires any Pledged Securities at any time following the date hereof, then, at the request of the Collateral Agent,
it shall promptly deliver a schedule describing the applicable securities, which schedule shall be attached hereto as Schedule
II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of
the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.


 


SECTION 3.03          Representations,
Warranties and Covenants. Each Grantor hereby represents, warrants and covenants to and with the Collateral Agent, for
the benefit of the Secured Parties, that:


 


(a)          Schedule
II correctly sets forth the percentage of the issued and outstanding shares of each class of the Equity Interests of
the issuer thereof represented by such Pledged Equity and includes all Equity Interests, debt securities and promissory notes required
to be pledged hereunder by such Grantor;


 


(b)          the
Pledged Equity and Pledged Debt Securities pledged by such Grantor have been duly and validly authorized and issued by the issuers
thereof and (i) in the case of Pledged Equity, are fully paid and nonassessable, and (ii) in the case of Pledged Debt Securities,
are legal, valid and binding obligations of the issuers thereof;


 




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(c)          except
for the security interests granted hereunder (or otherwise permitted under the Credit Agreement), such Grantor (i) is and, subject
to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record,
of the Pledged Securities indicated on Schedule II as owned by such Grantor, (ii) holds the same free and clear of all Liens,
(iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other
Lien on, the Pledged Collateral, other than transfers made in compliance with the Credit Agreement or Liens permitted by Section
6.02 thereof, and (iv) subject to Section 3.06, will cause any and all of Pledged Collateral pledged by it hereunder,
whether for value paid by such Grantor or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned
hereunder;


 


(d)          except
for restrictions and limitations imposed by the Loan Documents, the Advisers Act, the Investment Company Act or securities laws
generally, the Pledged Collateral pledged by such Grantor is and will continue to be freely transferable and assignable, and none
of such Pledged Collateral is or will be subject to any option, right of first refusal, shareholders agreement, limited partnership
agreement, limited liability company agreement, charter or by-law provisions or contractual restriction [in each case, except with
respect to SIC Advisers LLC and MOF II GP LLC], of any nature that might prohibit, impair, delay or otherwise affect the pledge
of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Collateral Agent of
rights and remedies hereunder;


 


(e)          except
with respect to the restrictions and limitations referenced in Section 3.03(d) above, such Grantor (i) has the power and
authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated and (ii) will defend
its title or interest thereto or therein against any and all Liens (other than the Liens created or permitted by the Loan Documents),
however arising, of all Persons whomsoever;


 


(f)          no
consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity
of the pledge effected hereby (other than such as have been obtained and are in full force and effect);


 


(g)          by
virtue of the execution and delivery by such Grantor of this Agreement, (i) except to the extent a security interest in any certificated
Pledged Securities cannot be perfected by possession thereof, when any certificated Pledged Securities are delivered by such Grantor
to the Collateral Agent in accordance with this Agreement, the Collateral Agent will obtain a legal, valid and perfected first
priority lien upon and security interest in each such Pledged Security as security for the payment and performance of the Obligations,
and (ii) except to the extent a security interest in the Pledged Securities cannot be perfected by the filing of a financing statement
under the UCC of the jurisdiction of formation of the applicable Grantor, when the initial financing statement with respect to
any Pledged Security pledged by it hereunder that is not certificated is filed pursuant to Section 4.01(b), the Collateral
Agent will obtain a legal, valid and perfected first priority Lien upon and security interest in such Pledged Security as security
for the payment and performance of the Obligations;


 


(h)          with
respect to any Pledged Securities that are issued by an issuer that is organized under a jurisdiction outside of the United States,
if such Pledged Securities are material to the business of the Borrower or any other Grantor (as determined by the Collateral Agent
in its reasonable judgment), then the Grantor or Grantors pledging such Pledged Securities shall, promptly upon the reasonable
request of the Collateral Agent, take such additional actions, including, without limitation, causing the issuer to register the
pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable under the laws
of such issuer’s jurisdiction to ensure the validity, perfection and priority of the security interest of the Collateral
Agent therein; and


 




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(i)          to
the extent governed by the New York UCC, the pledge effected hereby is effective to vest in the Collateral Agent, for the ratable
benefit of the Secured Parties, the rights of the Collateral Agent in the Pledged Collateral pledged by such Grantor hereunder
as set forth herein and all action by such Grantor necessary or desirable to protect and perfect the Lien on the Pledged Collateral
in accordance with the Uniform Commercial Code in effect in such Grantor’s jurisdiction of organization and, if applicable,
in accordance with the immediately preceding clause (h), has been duly taken.


 


SECTION 3.04         Certification
of Limited Liability Company Interests and Limited Partnership Interests.


 


(a)          Each
Grantor acknowledges and agrees that (i) each interest in any limited liability company or limited partnership that is a Subsidiary
of such Grantor and is pledged hereunder and represented by a certificate shall be a “security” within the meaning
of Article 8 of the New York UCC and shall be governed by Article 8 of the Uniform Commercial Code of any applicable jurisdiction
and (ii) each such interest shall at all times hereafter be represented by a certificate.


 


(b)          Each
Grantor further acknowledges and agrees that (i) each interest in any limited liability company or limited partnership that is
a Subsidiary of such Grantor and is pledged hereunder and not represented by a certificate shall not be a “security”
within the meaning of Article 8 of the New York UCC and shall not be governed by Article 8 of the Uniform Commercial Code of any
applicable jurisdiction, and (ii) such Grantor shall at no time elect to treat any such interest as a “security” within
the meaning of Article 8 of the New York UCC or issue any certificate representing such interest, unless such Grantor provides
prior written notification to the Collateral Agent of such election and immediately delivers any such certificate to the Collateral
Agent pursuant to the terms hereof.


 


SECTION 3.05          Registration
in Nominee Name; Denominations. The Collateral Agent, on behalf of the Secured Parties, shall have the right (in its reasonable
discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or
the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Collateral Agent. Each Grantor will promptly
provide to the Collateral Agent copies of any notices or other communications received by it with respect to any Pledged Security
in its capacity as the registered owner thereof, if the subject matter of such notice or communication has, or could have, a material
adverse effect on such Grantor’s rights with respect thereto or the pledge of such Pledged Security hereunder.


 


SECTION 3.06          
Voting Rights; Dividends and Interest, Etc. (a) Unless and until an Event of Default shall have occurred and be continuing
and the Collateral Agent shall have given the Grantors notice of its intent to exercise its rights under this Agreement (which
notice shall be deemed to have been given immediately upon the occurrence of an Event of Default under paragraph (g) or
(h) of Section 7.01 of the Credit Agreement):


 


(i)          Each
Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged
Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Credit Agreement and the other
Loan Documents; provided, however, that such rights and powers shall not be exercised in any manner that could materially
and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Collateral
Agent or the other Secured Parties under this Agreement or the Credit Agreement or any other Loan Document or the ability of the
Secured Parties to exercise the same.


 


(ii)          Collateral
Agent shall execute and deliver to each Grantor, or cause to be executed and The
delivered to each Grantor, all such
proxies, powers of attorney and other instruments as such Grantor
may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is
entitled to exercise pursuant to paragraph (i) above.


 




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(iii)          Each
Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed
in respect of the Pledged Securities; provided, however, that upon receipt by any Grantor of any noncash dividends,
interest, principal or other distributions that constitute Pledged Equity or Pledged Debt Securities, whether resulting
from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities
or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation,
acquisition or other exchange of assets to which such issuer may be a party or otherwise, such Grantor shall hold such Pledged
Equity or Pledge Debt Securities separate and apart, and not commingled with, any of its other funds or property and shall forthwith
deliver such Pledged Equity or Pledge Debt Securities to the Collateral Agent in the same form as so received (with any necessary
endorsement or instrument of assignment) if and to the extent required by Section 3.02.


 


(b)          Upon
the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified (or shall be deemed
to have notified pursuant to Section 3.06(a)) the Grantors of the suspension of their rights under paragraph (a)(iii)
of this Section 3.06, then all rights of any Grantor to dividends, interest, principal or other distributions that such
Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 3.06 shall cease, and all such rights
shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to receive and
retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received
by any Grantor contrary to the provisions of this Section 3.06(b) shall be held in trust for the benefit of the Collateral
Agent, shall be segregated from, and not commingled with, other property or funds of such Grantor and shall be forthwith delivered
to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement or instrument of assignment).
Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph
(b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such
money or other property and shall be applied in accordance with the provisions of Section 5.02 After all Events of Default
have been cured or waived and each applicable Grantor has delivered to the Administrative Agent certificates to that effect, the
Collateral Agent shall, promptly after all such Events of Default have been cured or waived, repay to each applicable Grantor (without
interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant
to the terms of paragraph (a)(iii) of this Section 3.06 and that remain in such account.


 


(c)          Upon
the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified (or shall be deemed
to have notified pursuant to Section 3.06(a)) the Grantors of the suspension of their rights under paragraph (a)(i) of this Section 3.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled
to exercise pursuant to paragraph (a)(i) of this Section 3.06, and the obligations of the Collateral Agent under paragraph (a)(ii) of  this Section 3.06, shall cease, and all such rights shall thereupon become vested in the
Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and
powers; provided that, unless otherwise directed by the Required Lenders, the Collateral Agent shall have the right from
time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. Each Grantor
agrees to grant the Collateral Agent an irrevocable proxy, exercisable under such circumstances and to promptly deliver to the
Collateral Agent such additional proxies and other documents as may be necessary to allow the Collateral Agent to exercise such
voting and consensual rights and powers; provided, however, that to the extent that the grant of any such irrevocable
proxy would result in an “assignment” (as such term is defined in the Advisers Act or the Investment Company Act) of
any Management Fee Document under the Advisers Act or the Investment Company Act, if applicable, then such proxy shall be limited
to the extent necessary to ensure that the grant thereof does not result in such an assignment.


 




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(d)          Any
notice given by the Collateral Agent to the Grantors exercising its rights under paragraph (a) of this Section 3.06
(i) may be given by telephone if promptly confirmed in writing, (ii) may be given to one or more of the Grantors at the same or
different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of
this Section 3.06 in part without suspending all such rights (as specified by the Collateral Agent in its reasonable discretion)
and without waiving or otherwise affecting the Collateral Agent’s rights to give additional notices from time to time suspending
other rights so long as an Event of Default has occurred and is continuing.


 


ARTICLE IV


Security Interests in Personal
Property


 


SECTION 4.01          Security
Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor
hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest
(the “Security Interest”), in all right, title or interest in or to any and all of the following assets
and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the
future may acquire any right, title or interest (collectively, the “Security Collateral”):


 


(i)          all
Accounts;


 


(ii)         all
Chattel Paper;


 


(iii)        all
money and Deposit Accounts;


 


(iv)        all
Documents;


 


(v)         all
Equipment;


 


(vi)        all
General Intangibles (including all rights under the Management Fee Documents);


 


(vii)       all
Goods;


 


(viii)      all
Instruments;


 


(ix)         all
Intellectual Property;


 


(x)          all
Licenses;


 


(xi)         all
Inventory;


 


(xii)        all
Investment Property;


 


(xiii)       all
Letter-of-Credit Rights;


 


(xiv)      all
Commercial Tort Claims, including, without limitation, all Commercial Tort Claims identified on Schedule IV;


 




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(xv)       all
books and records pertaining to any and all of the foregoing; and


 


(xvi)      to
the extent not otherwise included, all Proceeds and products of any and all of the foregoing, all Supporting Obligations and all
collateral security and guarantees given by any Person with respect to any of the foregoing.


 


provided, however, that to
the extent the grant of the Security Interest in any Management Fee Document would result in an “assignment”
(as such term is defined in the Advisers Act or the Investment Company Act) of such Management Fee Document under the Advisers
Act or the Investment Company Act, if applicable, then the Security Collateral shall not include, and the Security Interest shall
not attach to, such Management Fee Document (other than, in any event, all of the Borrower’s and any other Grantor’s
rights to receive Management Fees thereunder and all rights in its capacity as recipient thereof to enforce the payment of Management
Fees thereunder, which, for the avoidance of doubt, shall be subject to the Security Interest and shall constitute Security Collateral
in all respects, unless the grant of the Security Interest in such rights would result in an “assignment” (as such
term is defined in the Investment Company Act) of such Management Fee Document under the Investment Company Act).


 


Notwithstanding the foregoing, in no event
shall the Security Collateral include, and no Grantor shall be deemed to have granted a Security Interest in, any of such Grantor’s
right, title or interest in (A) any asset or property right of such Grantor of any nature if the grant of such security interest
shall constitute or result in (i) the abandonment, invalidation or unenforceability of such asset or property right or such Grantor’s
loss of use of such asset or property right, (ii) a breach, termination or default under any lease, license, contract, instrument
or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408
or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including
the Bankruptcy Code) or principles of equity) to which such Grantor is party or (iii) any intent-to-use United States trademark
or service mark application for which an amendment to allege use or statement of use has not been filed under 15 U.S.C. §
1051(c) or 15 U.S.C. §1051(d), respectively, or, if filed, has not been accepted by the PTO to the extent that the grant of
the Security Interest therein prior to such time would result in the invalidity or unenforceability of any such application or
resulting registration, (B) any asset or property right of such Grantor of any nature to the extent that any applicable law or
regulation prohibits the creation of a security interest thereon (other than to the extent that any such term would be rendered
ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant
jurisdiction or any other applicable law or principles of equity), and (C) any Equity Interests excluded from the definition of
“Pledged Equity”; provided, however, that the Security Interest shall attach to any and all (I) monies
due or to become due in respect of such asset or property right or (II) Proceeds from the sale, transfer, assignment, license,
lease or other disposition of such asset or property right; and provided, further, that the Security Interest shall
attach, immediately at such time as and to the extent severable, to any portion of such asset or property right that does not result
or no longer results in any of the consequences specified in clauses (i), (ii) and/or (iii) above).


 


(b)          Each
Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction
any initial financing statements (including fixture filings) with respect to the Security Collateral or any part thereof and amendments
thereto that (i) indicate the Security Collateral as “all assets” of such Grantor (or words of similar effect), whether
now owned or hereafter acquired, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each
applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization,
the type of organization and any organizational identification number issued to such Grantor and (B) in the case of a financing
statement filed as a fixture filing, a sufficient description of the real property to which such Security Collateral relates. Each
Grantor agrees to provide such information to the Collateral Agent promptly upon request.


 




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The Collateral Agent
is further authorized to file with the PTO or the USCO (or any successor office) such documents as may be necessary or advisable
for the purpose of creating, perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each
Grantor, without the signature of any Grantor to the extent permitted under applicable law, giving effect to the authorization
and waiver provided in this paragraph, and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party.


 


(c)          The
Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any
way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Security Collateral.


 


(d)          Notwithstanding
anything herein to the contrary, (i) each Grantor shall remain liable for all obligations under the Collateral and nothing contained
herein is intended or shall be a delegation of duties to the Collateral Agent or any other Secured Party, (ii) each Grantor shall
remain liable under each of the agreements included in the Security Collateral, including, without limitation, any agreements relating
to Pledged Equity constituting partnership interests or limited liability company interests, to perform all of the obligations
undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof, and neither the Collateral
Agent nor any Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of
this Agreement or any other document related thereto nor shall the Collateral Agent nor any Secured Party have any obligation to
make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect
or enforce any rights under any agreement included in the Security Collateral, including, without limitation, any agreements relating
to Pledged Equity constituting partnership interests or limited liability company interests, and (iii) the exercise by the Collateral
Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and
agreements included in the Security Collateral.


 


SECTION 4.02          Representations
and Warranties. Each Grantor represents and warrants to the Collateral Agent and the Secured Parties that:


 


(a)          Such
Grantor has good and valid rights in and title to the Security Collateral with respect to which it has purported to grant a Security
Interest hereunder and has full power and authority to grant to the Collateral Agent, for the ratable benefit of the Secured Parties,
the Security Interest in such Security Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance
with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval that has
been obtained, except for those exceptions and limitations set forth in Section 3.03(d).


 


(b)          The
Security Interest constitutes (i) a legal and valid security interest in all Security Collateral securing the payment and performance
of the Obligations, (ii) a perfected security interest in all Security Collateral in which a security interest may be perfected
by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision
thereof) and its territories and possessions pursuant to the Uniform Commercial Code or other applicable law in such jurisdictions
and (iii) a security interest that shall be perfected in all Security Collateral in which a security interest may be perfected
upon the receipt and recording of this Agreement with the PTO and the USCO, as applicable. The Security Interest is and shall be
prior to any other Lien on any of the Security Collateral, other than Liens expressly permitted pursuant to Section 6.02
of the Credit Agreement.


 




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(c)          The
Security Collateral that is owned by such Grantor is owned free and clear of any Lien, except for Liens expressly permitted pursuant
to Section 6.02 of the Credit Agreement. No Grantor has filed or consented to the filing of (i) any financing statement
or analogous document under the Uniform Commercial Code or any other applicable laws covering any Security Collateral, (ii) any
assignment in which any Grantor assigns any Collateral or any security agreement or similar instrument covering any Security Collateral
with the PTO or the USCO, (iii) any notice under the Assignment of Claims Act of 1940, as amended, or (iv) any assignment in which
any Grantor assigns any Security Collateral or any security agreement or similar instrument covering any Security Collateral with
any foreign governmental, municipal or other office, which financing statement or analogous document, assignment, security agreement
or similar instrument is still in effect, except, in each case, for Liens expressly permitted pursuant to Section 6.02 of
the Credit Agreement. No Grantor holds any Commercial Tort Claims except as indicated on the Perfection Certificate.


 


(d)          Additional
Representations and Warranties Regarding Patent, Trademark and Copyright Collateral.


 


(i)          Attached
hereto as Schedule III is a true and complete schedule of all material registered Patents, material Patent applications,
material Trademark applications and material Trademark registrations owned by such Grantor as of the Closing Date and, as of each
Credit Event, as provided pursuant to Section 4.05(d), including the name of the registered owner and the application/registration
number, as applicable. Schedule III also sets forth a true and complete schedule of all material Copyright registrations
and material applications owned by such Grantor as of the Closing Date and, as of each Credit Event, as provided pursuant to Section
4.05(d), including the name of the registered owner and the registration number of each such Copyright registration owned by
such Grantor. Schedule III also sets forth a list of all material Licenses of such Grantor as of the Closing Date and, as of each
Credit Event, as provided pursuant to Section 4.05(d), excluding any licenses for commercially available software.
Each Grantor is the sole owner of the registrations and applications listed on Schedule III as owned by such Grantor
as of the Closing Date and, as of each Credit Event, as provided pursuant to Section 4.05(d), and such Grantor owns, is
licensed to use, or otherwise has sufficient rights to use all material Intellectual Property necessary for the conduct of its
business as currently conducted, except for any such failure to own or possess a license or right to use that could not reasonably
be expected to result in a Material Adverse Effect. All material Intellectual Property owned by such Grantor is subsisting and,
to such Grantor’s knowledge, valid and enforceable by and in the name of such Grantor, and has not been abandoned. Such Grantor
has performed all necessary acts and has paid all necessary registration, renewal and maintenance fees as such become due, in each
case required to maintain each registration and application of material Intellectual Property owned by such Grantor in full force
and effect.


 


(ii)         Except
as could not reasonably be expected to result in a Material Adverse Effect, the use of the material Intellectual Property owned
by such Grantor does not infringe on the Intellectual Property rights of any Person. No written claim has been asserted and is
pending, or has been threatened by any Person against such Grantor or its predecessor-in-interest challenging such Grantor’s
use of any material Intellectual Property, nor does such Grantor know of any valid basis for any such claim, except as could not
reasonably be expected to result in a Material Adverse Effect.


 


(iii)        Except
as set forth in Schedule III as of the Closing Date and, as of each Credit Event, as provided pursuant to Section 4.05(d),
(a) none of the material Intellectual Property owned by such Grantor is the subject of any material licensing agreement pursuant
to which such Grantor is the licensor (other than any Intellectual Property license agreements entered into by such Grantor solely
with another Obligor) and (b) there are no settlements or consents, covenants not to sue, nonassertion assurances, or releases
that have been entered into by such Grantor or its predecessor-in-interest that materially and adversely affect such Grantor’s
rights to own or use any material Intellectual Property owned by such Grantor or used in its business, and such Grantor has not
made a previous assignment, sale, transfer or agreement constituting a present or future assignment, sale or transfer of any material
Intellectual Property owned by such Grantor that has not been terminated or released.


 




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(iv)        No
holding, decision or judgment has been rendered by any Governmental Authority against such Grantor or its predecessor-in-interest
which limits the validity of (other than office actions issued in the course of prosecution of applications for registration of
Intellectual Property), or such Grantor’s ownership or rights to use, any material Intellectual Property except as could
not reasonably be expected to have a Material Adverse Effect or result in the loss of ownership of material Intellectual Property
owned by such Grantor.


 


(v)         No
action or proceeding is pending or threatened against such Grantor seeking to limit the validity of any material Intellectual Property
owned by such Grantor or such Grantor’s ownership interest therein, right to use or right to register the same (other than
office actions issued in the course of prosecution of applications for registration of Intellectual Property), which, if adversely
determined, could reasonably be expected to result in a Material Adverse Effect or result in the loss of ownership of material
Intellectual Property owned by such Grantor.


 


(vi)        To
each Grantor’s knowledge, no third party is infringing upon or misappropriating any rights of such Grantor in any material
Intellectual Property owned by such Grantor except as could not reasonably be expect to result in a Material Adverse Effect.


 


(e)          Neither
the execution and delivery by any Grantor of this Agreement, the creation and perfection of the security interest in such Grantor’s
Collateral granted hereunder, nor compliance with the terms and provisions hereof will (i) violate (A) any provision of law, statute,
rule or regulation, or of the certificate of incorporation or formation or other constitutive documents or by-laws, limited partnership
agreement or limited liability company agreement of such Grantor, (B) any order of any Governmental Authority applicable to such
Grantor, (C) any provision of any Management Fee Document, or (D) any provision of any indenture, agreement or other instrument
to which such Grantor is a party or by which such Grantor or any of its property is or may be bound, except in the case of this
clause (D) as could not reasonably be expected to have a Material Adverse Effect or (ii) result in the creation or imposition
of any Lien upon or with respect to any property or assets now owned or hereafter acquired by such Grantor (other than any Lien
created hereunder or under the other Loan Documents).


 


(f)          With
respect to each Deposit Account or Securities Account of a Grantor, including, without limitation, the Designated Account, such
Grantor is the sole customer of such Deposit Account or the sole entitlement holder of such Securities Account, as applicable,
and such Grantor has not agreed to or is not otherwise aware of any Person having “control” (within the meanings of
Section 9-104 of the New York UCC) over, or any other interest in, the Deposit Account or Securities Account in which such Grantor
has an interest credited thereto.


 


(g)          If
such Grantor is party to any Management Fee Document pursuant to which Management Fees are payable to any Person other than the
Borrower, such Grantor has delivered to the Administrative Agent a duly executed counterpart to an Irrevocable Direction Letter.


 


SECTION 4.03          Covenants.
(a) Each Grantor agrees promptly to notify the Collateral Agent in writing of any change in (i) its legal name, (ii) its corporate
structure, (iii) its Federal Taxpayer Identification Number or organizational identification number or (iv) its jurisdiction of
organization. Each Grantor agrees promptly to provide the Collateral Agent with certified organizational documents reflecting any
of the changes described in the preceding sentence of this paragraph. Each Grantor agrees not to effect or permit any change referred
to in the first sentence of this paragraph unless all filings have been made under the Uniform Commercial Code or otherwise that
are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected
first priority security interest in all the Security Collateral, subject to Liens permitted by Section 6.02 of the Credit
Agreement.


 




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(b)          Each
Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Security Collateral
owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries
that are the same as or similar to those in which such Grantor is engaged, but in any event to include complete accounting records
indicating all payments and proceeds received with respect to any part of the Security Collateral, and, at such time or times as
the Collateral Agent may request, promptly to prepare and deliver to the Collateral Agent a duly certified schedule or schedules
in form and detail satisfactory to the Collateral Agent showing the identity, amount and location of any and all Security Collateral.


 


(c)          Each
year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to Section 5.04(a)
of the Credit Agreement, the Borrower shall deliver to the Collateral Agent a certificate of a Financial Officer of the Borrower
setting forth the information required pursuant to the Perfection Certificate or confirming that there has been no change in such
information since the date of such certificate or the date of the most recent certificate delivered pursuant to this 4.03(c).


 


(d)          Each
Grantor shall, at its own expense, take any and all actions necessary to defend title to the Security Collateral against all Persons
and to defend (other than actions that, individually or in the aggregate, relate to immaterial portions of the Collateral, including
Intellectual Property established under the Laws of any jurisdiction outside the United States, to the extent such Intellectual
Property does not constitute Material Foreign Intellectual Property, it being understood that all payments of Management Fees are
deemed material for purposes hereof) the Security Interest of the Collateral Agent in the Security Collateral and the priority
thereof against any Lien not expressly permitted pursuant to Section 6.02 of the Credit Agreement.


 


(e)          Each
Grantor agrees, at its own expense, promptly to execute, acknowledge, deliver and cause to be duly filed all such further instruments
and documents and take all such actions as the Collateral Agent may from time to time reasonably request to better assure, obtain,
preserve, protect and perfect the Security Interest and the rights and remedies created hereby, including the payment of any fees
and Taxes required in connection with the execution and delivery of this Agreement, the granting of the Security Interest and the
filing of any financing or continuation statements (including fixture filings) or other documents in connection herewith or therewith.


 


(f)          The
Collateral Agent and such Persons as the Collateral Agent may designate shall have the right, at the applicable Grantor’s
own cost and expense, to inspect the Security Collateral, all records related thereto (and to make extracts and copies from such
records) and the premises upon which any of the Security Collateral is located, to discuss the applicable Grantor’s affairs
with the officers of such Grantor and its independent accountants and to verify the existence, validity, amount, quality, quantity,
value, condition and status of, or any other matter relating to, the Security Collateral, including, in the case of Accounts or
other Security Collateral in the possession of any third Person, by contacting Account Debtors or the third Person possessing such
Security Collateral for the purpose of making such a verification; provided, however, that if no Event of Default has occurred
and is continuing, only one such inspection in any calendar year will be at the expense of such Grantor, and any other such inspection
shall be at the expense of the Collateral Agent. The Collateral Agent shall have the absolute right to share any information it
gains from such inspection or verification with any Secured Party, subject to Section 9.16 of the Credit Agreement.


 




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(g)          At
its option, the Collateral Agent may discharge past due Taxes, assessments, charges, fees, Liens, security interests or other encumbrances
at any time levied or placed on the Security Collateral and not expressly permitted pursuant to Section 5.03 or Section
6.02 of the Credit Agreement, and each Grantor jointly and severally agrees to reimburse the Collateral Agent on demand for
any payment made or any expense incurred by the Collateral Agent pursuant to the foregoing authorization; provided, however,
that nothing in this paragraph shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation
on the Collateral Agent or any Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to
Taxes, assessments, charges, fees, Liens, security interests or other encumbrances as set forth herein or in the other Loan Documents.


 


(h)          If
at any time any Grantor shall take a security interest in any property of an Account Debtor or any other Person to secure payment
and performance of an Account, such Grantor shall promptly assign such security interest to the Collateral Agent for the ratable
benefit of the Secured Parties. Such assignment need not be filed of public record unless necessary to continue the perfected status
of the security interest against creditors of and transferees from the Account Debtor or other Person granting the security interest.


 


(i)          Each
Grantor shall remain liable to observe and perform all the conditions and obligations to be observed and performed by it under
each contract, agreement or instrument relating to the Security Collateral, all in accordance with the terms and conditions thereof,
and each Grantor jointly and severally agrees to indemnify and hold harmless the Collateral Agent and the Secured Parties from
and against any and all liability for such performance.


 


(j)          No
Grantor shall make or permit to be made (i) an assignment, pledge or hypothecation of the Security Collateral or shall grant any
other Lien in respect of the Security Collateral or permit any notice to be filed under the Assignment of Claims Act of 1940, as
amended, except, in each case, as expressly permitted by Section 6.02 of the Credit Agreement; or (ii) any transfer of the
Security Collateral and each Grantor shall remain at all times in possession or otherwise in control of the Security Collateral
owned by it, except as permitted by the Credit Agreement.


 


(k)          No
Grantor will, without the Collateral Agent’s prior written consent, grant any extension of the time of payment of any Accounts
included in the Security Collateral, compromise, compound or settle the same for less than the full amount thereof, release, wholly
or partly, any Person liable for the payment thereof or allow any credit or discount whatsoever thereon, other than extensions,
credits, discounts, compromises, compoundings or settlements granted or made in the ordinary course of business.


 


(l)          Each
Grantor, at its own expense, shall maintain or cause to be maintained insurance covering physical loss or damage to the Inventory
and Equipment in accordance with the requirements set forth in Section 5.02 of the Credit Agreement. Each Grantor irrevocably
makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent)
as such Grantor’s true and lawful agent (and attorney-in-fact) for the purpose, upon the occurrence and during the continuance
of an Event of Default, of making, settling and adjusting claims in respect of Security Collateral under policies of insurance,
endorsing the name of such Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies of
insurance and for making all determinations and decisions with respect thereto. In the event that any Grantor at any time or times
shall fail to obtain or maintain any of the policies of insurance required hereby or under the Credit Agreement or to pay any premium
in whole or part relating thereto, the Collateral Agent may, without waiving or releasing any obligation or liability of any Grantor
hereunder or any Default or Event of Default, obtain and maintain such policies of insurance and pay such premium and take any
other actions with respect thereto as the Collateral Agent deems reasonably advisable. All sums disbursed by the Collateral Agent
in connection with this paragraph, including reasonable attorneys’ fees, court costs, expenses and other charges relating
thereto, shall be payable, upon demand, by the Grantors to the Collateral Agent and shall be additional Obligations secured hereby.


 




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(m)          Each
Grantor shall maintain, in form and manner reasonably satisfactory to the Collateral Agent, records of its Chattel Paper and its
books, records and documents evidencing or pertaining thereto.


 


SECTION 4.04          Other
Actions. In order to further ensure the attachment, perfection and priority of, and the ability of the Collateral Agent
to enforce, the Security Interest in the Security Collateral, each Grantor agrees, in each case at such Grantor’s own expense,
to take the following actions with respect to the following Security Collateral:


 


(a)          Instruments.
If any Grantor shall at any time hold or acquire any Instruments or tangible Chattel Paper, such Grantor shall forthwith
endorse, assign and deliver the same to the Collateral Agent, accompanied by such undated instruments of endorsement, transfer
or assignment duly executed in blank as the Collateral Agent may from time to time specify.


 


(b)          Deposit
Accounts. Each Grantor shall maintain all Deposit Accounts only with financial institutions that have executed
an agreement with such Grantor and the Collateral Agent, agreeing to comply with instructions issued or originated by the Collateral
Agent directing the disposition of funds from time to time credited to such Deposit Account without further consent of any Grantor
or any other Person; provided that for any such Deposit Account not in existence on the Closing Date, the applicable Grantor
shall cause such an Account Control Agreement to be in place within ten Business Days of the opening of such account. The Collateral
Agent agrees that (i) it shall have no right to provide any such instructions until the occurrence and during the continuation
of an Event of Default and (ii) if such instructions have been delivered by the Collateral Agent to a financial institution that
is maintaining any such account and the Event of Default that predicated the delivery of such instructions is later cured or is
no longer continuing, the Collateral Agent and such Grantor agree to use reasonable efforts to amend the applicable Account Control
Agreement with the applicable financial institution or enter into a new Account Control Agreement with such financial institution,
as required by such financial institutions, to reestablish the right of such Grantor to provide written instructions from time
to time to such financial institution for the disposition of funds in the applicable Deposit Account, unless and until a separate
Event of Default has occurred and is continuing. The provisions of this paragraph shall not apply to any Deposit Account that is
used solely to fund payroll and payroll taxes and other employee wage and benefit payments in the ordinary course of business on
a current basis.


 


(c)          Investment
Property. Except to the extent otherwise provided in Article III, if any Grantor shall at any time hold or
acquire any certificated securities constituting Security Collateral, such Grantor shall promptly endorse, and deliver the same
to the Collateral Agent, accompanied by such undated instruments of transfer duly executed in blank as the Collateral Agent may
from time to time specify. If any securities constituting Security Collateral now or hereafter acquired by any Grantor are uncertificated
and are issued to such Grantor or its nominee directly by the issuer thereof, such Grantor shall promptly notify the Collateral
Agent thereof and, at the Collateral Agent’s request and option, pursuant to an agreement in form and substance satisfactory
to the Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Collateral Agent as to such
securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Collateral Agent to become the registered
owner of the securities, except to the extent that any such action would result in an “assignment” (as such term is
defined in the Advisers Act or the Investment Company Act) of any Management Fee Document under the Advisers Act or the Investment
Company Act if applicable. If any securities constituting Security Collateral, whether certificated or uncertificated, or other
Investment Property now or hereafter acquired by any Grantor are held by such Grantor or its nominee through a Securities Intermediary
or Commodity Intermediary, such Grantor shall promptly notify the Collateral Agent thereof and, at the Collateral Agent’s
request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i)
cause such Securities Intermediary or Commodity Intermediary, as the case may be, to agree to comply with Entitlement Orders from
the Collateral Agent to such Securities Intermediary as to such securities or other Investment Property, or (as the case may be)
to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such Commodity Intermediary,
in each case without further consent of any Grantor or such nominee, or (ii) in the case of Financial Assets (as governed by Article
8 of the New York UCC) or other Investment Property held through a Securities Intermediary, arrange for the Collateral Agent to
become the Entitlement Holder with respect to such Investment Property, with the Grantor being permitted, only with the consent
of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Agent agrees
with each Grantor that the Collateral Agent shall not give any such Entitlement Orders or instructions or directions to any such
issuer, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal
or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or unless an Event of Default would
occur after giving effect to any such investment and withdrawal rights. The provisions of this paragraph shall not apply to any
Financial Assets credited to a Securities Account for which the Collateral Agent is the Securities Intermediary.


 




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(d)          Electronic
Chattel Paper and Transferable Records. If any Grantor at any time holds or acquires an interest in any Electronic Chattel
Paper or any “transferable record”, as that term is defined in Section 201 of the Federal Electronic Signatures
in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction,
such Grantor shall promptly notify the Collateral Agent thereof and, at the request of the Collateral Agent, shall take such action
as the Collateral Agent may reasonably request to vest in the Collateral Agent control under New York UCC Section 9-105 of such
Electronic Chattel Paper or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act
or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable
record. The Collateral Agent agrees with such Grantor that the Collateral Agent will arrange, pursuant to procedures reasonably
satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent’s loss of control,
for the Grantor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 or,
as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform
Electronic Transactions Act for a party in control to allow alterations without loss of control, unless an Event of Default has
occurred and is continuing or would occur after taking into account any action by such Grantor with respect to such Electronic
Chattel Paper or transferable record.


 


(e)          Letter-of-Credit
Rights. If any Grantor is at any time a beneficiary under a letter of credit now or hereafter issued in favor
of such Grantor, such Grantor shall promptly notify the Collateral Agent thereof and, at the request and option of the Collateral
Agent, such Grantor shall, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either
(i) arrange for the issuer and any confirmer of such letter of credit to consent to an assignment to the Collateral Agent of the
proceeds of any drawing under the letter of credit or (ii) arrange for the Collateral Agent to become the transferee beneficiary
of the letter of credit, with the Collateral Agent agreeing, in each case, that the proceeds of any drawing under the letter of
credit are to be paid to the applicable Grantor unless an Event of Default has occurred or is continuing.


 


(f)          Commercial
Tort Claims. If any Grantor shall at any time hold or acquire a Commercial Tort Claim in an amount reasonably
estimated to exceed $1,000,000, the Grantor shall promptly notify the Collateral Agent thereof in a writing signed by such Grantor
including a summary description of such claim and grant to the Collateral Agent, for the ratable benefit of the Secured Parties,
in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing
to be in form and substance satisfactory to the Collateral Agent.


 




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(g)          Management Fees. Upon receipt by any Grantor (other than the Borrower) of any Management Fees (whether paid to such Grantor
pursuant to the terms of a Management Fee Document or otherwise), such Grantor shall promptly arrange for transfer such Management
Fees to Borrower for deposit into the Designated Account.


 


SECTION 4.05          Covenants
Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, and will use reasonable
best efforts to cause each of its licensees not to, do any act, or omit to do any act, whereby any material Intellectual Property
owned by such Grantor may become invalidated, abandoned or dedicated to the public (other than) Intellectual Property with respect
to which the abandonment thereof would be permitted under Section 6.05(b)(i) of the Credit Agreement).


 


(b)          Each
Grantor agrees that, to the extent that it determines in its reasonable business judgment it is necessary or desirable, it will
(i) mark any products covered by an unexpired Patent owned by any Grantor (and remove markings on products with respect to expired
Patents), (ii) display any registered Trademark owned by any Grantor with notice of registration, and (iii) publish, display and
distribute any material copyrighted work owned by any Grantor with appropriate copyright notice.


 


(c)          Each
Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any material Patent, Trademark or Copyright
(other than Patents, Trademarks or Copyrights the abandonment of which would be permitted under the Credit Agreement) has become
abandoned, lost or dedicated to the public, or of any adverse determination or development (including the institution of, or any
such determination or development in, any proceeding in the PTO, USCO or any court or similar office of any country, but not including
office actions in the course of prosecution) regarding such Grantor’s ownership of any such material Patent, Trademark or
Copyright, its right to register the same, or its right to keep and maintain the same.


 


(d)          In
the event that any Grantor, either itself or through any agent, employee, licensee or designee, files an application for any material
Patent, Trademark or Copyright (or acquires a registration or application for any Trademark or Copyright) with the PTO, USCO or
any office or agency in any political subdivision of the United States or in any other country or political subdivision thereof,
it shall notify the Collateral Agent no later than 10 days after the end of the fiscal quarter in which such filing or acquisition
occurs, and, upon request of the Collateral Agent, execute and deliver any and all agreements, instruments, documents and papers
as the Collateral Agent may request, subject, as to non-United States Intellectual Property, to the provisions of Section 4.05(g),
to evidence the Security Interest in such Patent, Trademark or Copyright. Upon the occurrence of any Credit Event occurring after
the Closing Date, the Grantors will deliver a certificate of a Financial Officer of the Borrower setting forth any updates to Schedule
III or confirming that there has been no change in such information since the Closing Date or the date of the last update
thereof pursuant to this Section 4.05(d).


 


(e)          Each
Grantor will take all reasonable steps in any proceeding before the PTO, USCO or any office or agency in any political subdivision
of the United States or in any other country or any political subdivision thereof, to maintain and pursue each material application
relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued
Patent and each registration of the Trademarks and Copyright, except that which, in the reasonable judgment of the Grantor, is
no longer useful in the conduct of any Grantor’s business or as to which the costs of maintaining such Intellectual Property
exceeds its value, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and
payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation
proceedings against third parties.


 




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ARTICLE V


Remedies


 


SECTION 5.01          Remedies
Upon Default. Upon the occurrence and during the continuance of an Event of Default, each Grantor agrees to deliver each
item of Collateral to the Collateral Agent on demand, and it is agreed that the Collateral Agent shall have the right to take any
of or all the following actions at the same or different times, and that each Grantor will cooperate with the Collateral Agent
by undertaking such actions and executing and delivering to the Collateral Agent such agreements, instruments, documents and papers
as the Collateral Agent may request (including pursuant to Section 5.05 hereof) in order to effectuate the following:
(a) with respect to any Security Collateral consisting of Intellectual Property, to cause the Security Interest to become
an assignment, transfer and conveyance of any of or all such Security Collateral by the applicable Grantor to the Collateral Agent
or to its designee, or to license or sublicense, and whether on an exclusive or nonexclusive basis, any such Security Collateral
throughout the world on such terms and conditions and in such manner as the Collateral Agent shall acting reasonably determine,
and (b) with or without legal process and with or without prior notice or demand for performance, to take possession of the Security
Collateral and without liability for trespass to enter any premises where the Security Collateral may be located for the purpose
of taking possession of or removing the Security Collateral and, generally, to exercise any and all rights afforded to a secured
party under the Uniform Commercial Code or other applicable law. Notwithstanding the foregoing or any other provision in this Agreement,
a Grantor shall not be required to deliver any original book or record that constitutes Security Collateral if and to the extent
that such book or record is required to be maintained by such Grantor in accordance with the Advisers Act, the Investment Company
Act and the rules and regulations thereunder. Without limiting the generality of the foregoing, each Grantor agrees that the Collateral
Agent shall have the right, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all or any
part of the Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon
credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such
sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree
that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof,
and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser
or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely, free
from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights
of redemption, stay and appraisal which such Grantor now has or may at any time in the future have under any rule of law or statute
now existing or hereafter enacted.


 




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The Collateral Agent
shall give each applicable Grantor 10 days’ written notice (which each Grantor agrees is reasonable notice within the meaning
of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make
any sale of Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case
of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be
made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such
public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent
may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be
sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine.
The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of
the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication,
adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed
for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case
any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained
by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not
incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case
of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private)
sale made pursuant to this Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by applicable law)
from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived
and released to the extent permitted by applicable law), the Collateral or any part thereof offered for sale and may make payment
on account thereof by using any claim then due and payable to such Secured Party from any Grantor as a credit against the purchase
price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further
accountability to any Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof
shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and no
Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that
after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations
paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a
suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment
or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale
pursuant to the provisions of this Section 5.01 shall be deemed to conform to the commercially reasonable standards as provided
in Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions.


 


SECTION 5.02          Application
of Proceeds. The proceeds of any collection, sale, foreclosure or other realization upon any Collateral, including any
Collateral consisting of cash, shall be applied by the Collateral Agent in accordance with Section 7.02 of Credit Agreement.


 


SECTION 5.03          Grant
of License to Use Intellectual Property; Consents.


 


(a)          For
the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral
Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Collateral Agent an irrevocable
(until the termination of this Agreement), nonexclusive license (exercisable without payment of royalty or other compensation to
the Grantors) to use, license or sublicense any of the Security Collateral consisting of Intellectual Property now or hereafter
owned or licensed, to the extent sublicensing to the Collateral Agent is not prohibited under the relevant License, by such Grantor,
and wherever the same may be located, and including in such license access to all media in which any of the licensed items may
be recorded or stored and to all computer software and programs used for the compilation or printout thereof. The Collateral Agent
agrees that it will exercise the rights under the foregoing license only upon the occurrence and during the continuation of an
Event of Default; provided, however, that any license, sublicense or other transaction entered into by the Collateral
Agent in accordance herewith and during the continuation of an Event of Default shall be binding upon each Grantor, notwithstanding
any subsequent cure of such Event of Default or the termination of this Agreement.


 


(b)          Upon
the occurrence and during the continuance of an Event of Default, each Grantor shall use its reasonable best efforts to obtain
all requisite consents or approvals by the licensor of each Copyright License, Patent License or Trademark License, and each other
material License, to effect the assignment of all such Grantor’s right, title and interest thereunder to the Collateral Agent,
for the ratable benefit of the Secured Parties, or its designee.


 




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SECTION 5.04          Investment
Advisers Act, Securities Act, Etc. In view of the position of the Grantors in relation to the Pledged Collateral, or because
of other current or future circumstances, a question may arise under the U.S. Securities Act of 1933, as now or hereafter in effect,
or any similar statute hereafter enacted analogous in purpose or effect (such act and any such similar statute as from time to
time in effect being called the “Federal Securities Laws”) or under the Advisers Act or the Investment
Company Act with respect to any disposition of the Pledged Collateral permitted hereunder. Each Grantor understands that compliance
with the Advisers Act, the Investment Company Act or Federal Securities Laws might very strictly limit the course of conduct of
the Collateral Agent if the Collateral Agent were to attempt to dispose of all or any part of the Pledged Collateral, and might
also limit the extent to which or the manner in which any subsequent transferee of any Pledged Collateral could dispose of the
same. Similarly, there may be other legal restrictions or limitations affecting the Collateral Agent in any attempt to dispose
of all or part of the Pledged Collateral under applicable “blue sky” or other state securities laws or similar laws
analogous in purpose or effect. Each Grantor recognizes that in light of such restrictions and limitations the Collateral Agent
may, with respect to any sale of the Pledged Collateral, limit the purchasers to those who will agree, among other things, to acquire
such Pledged Collateral for their own account, for investment, and not with a view to the distribution or resale thereof. Each
Grantor acknowledges and agrees that in light of such restrictions and limitations, the Collateral Agent, in its reasonable discretion;
(a) may proceed to make such a sale whether or not a registration statement for the purpose of registering such Pledged Collateral
or part thereof shall have been filed under the Federal Securities Laws and (b) may approach and negotiate with a limited number
of potential purchasers (including a single potential purchaser) to effect such sale. Each Grantor acknowledges and agrees that
any such sale might result in prices and other terms less favorable to the seller than if such sale were a public sale without
such restrictions. In the event of any such sale, the Collateral Agent shall incur no responsibility or liability for selling all
or any part of the Pledged Collateral at a price that the Collateral Agent, in its sole and absolute discretion, may in good faith
deem reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized
if the sale were deferred until after registration as aforesaid or if more than a limited number of purchasers (or a single purchaser)
were approached. The provisions of this Section 5.04 will apply notwithstanding the existence of a public or private market
upon which the quotations or sales prices may exceed substantially the price at which the Collateral Agent sells. Notwithstanding
anything herein to the contrary, the Collateral Agent shall not exercise any remedies with respect to any Pledged Equity to the
extent that such action would, in the judgment of the Collateral Agent be deemed under the Advisers Act or the Investment Company
Act, if applicable, to be an “assignment” (as such term in defined in the Advisers Act or the Investment Company Act)
of any Management Agreement or investment advisory agreement unless and until the Collateral Agent shall have obtained the requisite
consents to such assignment or approvals of successor Management Agreements or investment advisory agreements.


 




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SECTION 5.05          Public
Sale. Each Grantor agrees that, upon the occurrence and during the continuance of an Event of Default, if for any reason
the Collateral Agent desires to sell any of the Pledged Collateral at a public sale, it will, at any time and from time to time,
upon the written request of the Collateral Agent, use its reasonable efforts to take or to cause the issuer of such Pledged Collateral
to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion
of counsel for the Collateral Agent to permit the public sale of such Pledged Collateral. Each Grantor further agrees to indemnify,
defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors,
affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including reasonable fees
and expenses of legal counsel to the Collateral Agent), and claims (including the costs of investigation) that they may incur insofar
as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained
in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is
based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any
thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information
furnished in writing to such Grantor or the issuer of such Pledged Collateral by the Collateral Agent or any other Secured Party
expressly for use therein. Each Grantor further agrees, upon such written request referred to above, to use its reasonable efforts
to qualify, file or register, or cause the issuer of such Pledged Collateral to qualify, file or register, any of the Pledged Collateral
under the “blue sky” or other securities laws of such states as may be requested by the Collateral Agent and keep effective,
or cause to be kept effective, all such qualifications, filings or registrations. Each Grantor will bear all costs and expenses
of carrying out its obligations under this Section 5.05. Each Grantor acknowledges that there is no adequate remedy at law
for failure by it to comply with the provisions of this Section 5.05 and that such failure would not be adequately compensable
in damages, and therefore agrees that its agreements contained in this Section 5.05 may be specifically enforced.


 


ARTICLE VI


Subrogation and Subordination


 


SECTION 6.01          Contribution
and Subrogation.


 


(a)          The
obligations of the Guarantors under the Loan Documents, including their liability for the Obligations and the enforceability of
the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectibility or sufficiency
of any right of contribution or subrogation arising under this Article VI. To the fullest extent permitted under applicable
law, the invalidity, insufficiency, unenforceability or uncollectibility of any such right shall not in any respect diminish, affect
or impair any such obligation or any other claim, interest, right or remedy at any time held by any Secured Party against any Guarantor
or its property. The Secured Parties make no representations or warranties in respect of any such right and shall, to the fullest
extent permitted under applicable law, have no duty to assure, protect, enforce or ensure any such right or otherwise relating
to any such right.


 


SECTION 6.02          Subordination. (a) Notwithstanding any provision of this Agreement to the contrary, all rights of the Guarantors under Sections 6.01
and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to
the indefeasible payment in full in cash of the Obligations. No failure on the part of the Borrower or any Guarantor to make the
payments required by Sections 6.01 (or any other payments required under applicable law or otherwise) shall in any respect
limit the obligations and liabilities of any Guarantor with respect to its obligations hereunder, and each Guarantor shall remain
liable for the full amount of its obligations hereunder.


 


(b)          The
Borrower and each Guarantor hereby agree that all Indebtedness and other monetary obligations owed by it to the Borrower or any
Subsidiary shall be fully subordinated to the indefeasible payment in full in cash of the Obligations.


 


ARTICLE VII


Miscellaneous


 


SECTION 7.01          Notices.
All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided
in Section 9.01 of the Credit Agreement. All communications and notices hereunder to any Subsidiary Guarantor shall be given
to it in care of the Borrower as provided in Section 9.01 of the Credit Agreement.


 




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SECTION 7.02          Security
Interest Absolute. All rights of the Collateral Agent hereunder, the Security Interest, the grant of a security interest
in the Pledged Collateral and all obligations of each Grantor hereunder shall be absolute and unconditional irrespective of (a)
any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the
Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place
of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any
departure from the Credit Agreement, any other Loan Document or any other agreement or instrument relating to the foregoing, or
(c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent
under or departure from any guarantee, securing or guaranteeing all or any of the Obligations.


 


SECTION 7.03          Survival
of Agreement. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents
and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other
Loan Document shall be considered to have been relied upon by the Lenders and shall survive the execution and delivery of the Loan
Documents and the making of any Loans, regardless of any investigation made by any Lender on their behalf and notwithstanding that
the Collateral Agent or any Lender may have had notice or knowledge of any 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 any Loan Document is outstanding and unpaid and
so long as the Commitments have not expired or terminated.


 


SECTION 7.04          Binding
Effect; Several Agreement. This Agreement shall become effective as to any Loan Party when a counterpart hereof executed
on behalf of such Loan Party shall have been delivered to the Collateral Agent and a counterpart hereof shall have been executed
on behalf of the Collateral Agent, and thereafter shall be binding upon such Loan Party and the Collateral Agent and their respective
permitted successors and assigns, and shall inure to the benefit of such Loan Party, the Collateral Agent and the other Secured
Parties and their respective successors and assigns, except that no Loan Party shall have the right to assign or transfer its rights
or obligations hereunder or any interest herein or in the Collateral (and any such assignment or transfer shall be void) except
as expressly contemplated or permitted by this Agreement or the Credit Agreement. This Agreement shall be construed as a separate
agreement with respect to each Loan Party and may be amended, modified, supplemented, waived or released with respect to any Loan
Party without the approval of any other Loan Party and without affecting the obligations of any other Loan Party hereunder.


 


SECTION 7.05          Successors
and Assigns. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include
the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Grantor
or the Collateral Agent that are contained in this Agreement shall bind and inure to the benefit of their respective successors
and assigns.


 


SECTION 7.06          Collateral
Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled
to reimbursement of its expenses and indemnification rights incurred hereunder as provided in Section 9.05 of the Credit
Agreement.


 


(b)          Any
such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Security Documents.
The provisions of this Section 7.06 shall remain operative and in full force and effect regardless of the termination of
this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the
Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation
made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 7.06 shall
be payable on written demand therefor and shall bear interest, on and from the date of demand, at the rate specified in Section
2.06(a) of the Credit Agreement.


 




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SECTION 7.07          Collateral
Agent Appointed Attorney-in-Fact. Each Grantor hereby appoints the Collateral Agent as the attorney-in-fact of such Grantor
for the purpose of carrying out the provisions of this Agreement and taking any appropriate action and executing any instrument
that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable
and coupled with an interest. Without limiting the generality of the foregoing, to the extent permitted by applicable law, giving
effect to the grant of the power of attorney contained in this Section 7.07, the Collateral Agent shall have the right,
upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral
Agent’s name or in the name of such Grantor, (a) to receive, endorse, assign and/or deliver any and all notes, acceptances,
checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof, (b) to demand, collect,
receive payment of, give receipt for and give discharges and releases of all or any of the Collateral, (c) to sign the name of
any Grantor on any invoice or bill of lading relating to any of the Collateral, (d) to send verifications of Accounts Receivable
to any Account Debtor, (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court
of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect
of any Collateral, (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or
any of the Collateral, and (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the
Collateral Agent, to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any
of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement in accordance with
its terms, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes;
provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent
to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent,
or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys
due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall
be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither
they nor their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder,
except for their own gross negligence, willful misconduct or bad faith.


 


SECTION 7.08          Applicable
Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.


 


SECTION 7.09          Waivers;
Amendment. (a) No failure or delay by the Collateral Agent, the Administrative Agent or any Lender in exercising any right
or power hereunder or under any other Loan Document shall operate as a waiver hereof or thereof, nor shall any single or partial
exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any
other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Collateral Agent,
the Administrative Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any
rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure
by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this
Section 7.09, and then such waiver or consent shall be effective only in the specific instance and for the purpose
for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any
Default, regardless of whether the Collateral Agent or any Lender may have had notice or knowledge of such Default at the time.
No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar
or other circumstances.


 




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(b)           Neither this Agreement
nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into
by the Collateral Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply,
subject to any consent required in accordance with Section 9.08 of the Credit Agreement.


 


SECTION 7.10         WAIVER
OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO
A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT
OR ANY OF THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.10.


 


SECTION 7.11          Severability.
In the event any one or more of the provisions contained in this Agreement or in any other Loan Document should be held invalid,
illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein
and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision
in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties
shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the
economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.


 


SECTION 7.12          Counterparts.
This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall
constitute an original but all of which when taken together shall constitute a single contract, and shall become effective as provided
in Section 7.04. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective
as delivery of a manually signed counterpart of this Agreement.


 


SECTION 7.13          Headings.
Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this
Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.


 


SECTION 7.14          Jurisdiction;
Consent to Service of Process. (a) Each of the Grantors hereby irrevocably and unconditionally submits, for itself and
its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America, sitting
in the Borough of Manhattan in New York City, and any appellate court from any thereof, in any action or proceeding arising out
of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the
Loan Parties hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard
and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the Loan Parties 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 or any other Loan Document shall affect any right
that the Collateral Agent, the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating
to this Agreement or any other Loan Document against any Grantor or its properties in the courts of any jurisdiction.


 




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(b)          Each
of the Grantors hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any
objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating
to this Agreement or any other Loan Document in any court referred to in paragraph (a) of this Section 7.14. Each
of the Grantors hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.


 


(c)          Each
of the Grantors hereby irrevocably consents to service of process in the manner provided for notices in Section 7.01. Nothing
in this Agreement or any other Loan Document will affect the right of the Collateral Agent to serve process in any other manner
permitted by law.


 


SECTION 7.15          Termination
or Release. (a) This Agreement, the guarantees made herein, the Security Interest, the pledge of the Pledged Collateral
and all other security interests granted hereby shall terminate upon the Discharge of the Obligations.


 


(b)          A
Subsidiary Guarantor shall automatically be released from its obligations hereunder and the Security Interests created hereunder
in the Collateral of such Subsidiary Guarantor shall be automatically released upon the consummation of any transaction permitted
by the Credit Agreement as a result of which such Subsidiary Guarantor ceases to be a Subsidiary.


 


(c)          Upon
any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement to any Person that is
not the Borrower or a Guarantor, or, upon the effectiveness of any written consent to the release of the Security Interest granted
hereby in any Collateral pursuant to Section 9.08 of the Credit Agreement, the Security Interest in such Collateral shall
be automatically released.


 


(d)          In
connection with any termination or release pursuant to paragraph (a), (b) or (c) above (and upon receipt by
the Collateral Agent of a certificate of the Borrower reasonably satisfactory to the Collateral Agent to the effect that such transaction
will comply with the terms of the Credit Agreement), the Collateral Agent shall promptly execute and deliver to any Grantor, at
such Grantor’s expense, all Uniform Commercial Code termination statements and similar documents that such Grantor shall
reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section
7.15 shall be without recourse to or representation or warranty by the Collateral Agent or any Secured Party. Without limiting
the provisions of Section 7.06, the Borrower shall reimburse the Collateral Agent upon demand for all costs and out of pocket
expenses, including the fees, charges and expenses of counsel, incurred by it in connection with any action contemplated by this
Section 7.15.


 


SECTION 7.16          Additional
Subsidiaries. Any Subsidiary that is required to become a party hereto pursuant to Section 5.12 of the Credit Agreement
shall promptly enter into this Agreement as a Subsidiary Guarantor and a Grantor upon becoming such a Subsidiary. Upon execution
and delivery by the Collateral Agent and such Subsidiary of a supplement in the form of Exhibit A hereto, such Subsidiary
shall become a Subsidiary Guarantor and a Grantor hereunder with the same force and effect as if originally named as a Subsidiary
Guarantor and a Grantor herein. The execution and delivery of any such instrument shall not require the consent of any other Loan
Party hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding
the addition of any new Loan Party as a party to this Agreement.


 




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SECTION 7.17          Right
of Setoff. If an Event of Default shall have occurred and is continuing, each Secured Party is hereby authorized at any
time and from time to time, to the fullest extent permitted by law, to set off and apply any and all Collateral (including any
deposits (general or special, time or demand, provisional or final)) at any time held and other obligations at any time owing by
such Secured Party to or for the credit or the account of any Grantor against any and all of the obligations of such Grantor now
or hereafter existing under this Agreement and the other Loan Documents held by such Secured Party, irrespective of whether or
not such Secured Party shall have made any demand under this Agreement or any other Loan Document and although such obligations
may be unmatured. The rights of each Secured Party under this Section 7.17 are in addition to other rights and remedies
(including other rights of setoff) which such Secured Party may have.


 


[Remainder of page intentionally
left blank]


 




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IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.


 


	 	Medley LLC, as Borrower
	 	 	 
	 	By: 	/s/ Richard Allorto
	 	 	Name: Richard Allorto
	 	 	Title: Chief Financial Officer
	 	 	 
	 	Medley Capital LLC, as Guarantor
	 	 	 
	 	By: 	/s/ Richard Allorto
	 	 	Name: Richard Allorto
	 	 	Title: Chief Financial Officer
	 	 	 
	 	MOF II Management LLC, as Guarantor
	 	 	 
	 	By: 	/s/ Richard Allorto
	 	 	Name: Richard Allorto
	 	 	Title: Chief Financial Officer
	 	 	 
	 	MOF III Management LLC, as Guarantor
	 	 	 
	 	By: 	/s/ Richard Allorto
	 	 	Name: Richard Allorto
	 	 	Title: Chief Financial Officer
	 	 	 
	 	Medley SMA Advisors LLC, as Guarantor
	 	 	 
	 	By: 	/s/ Richard Allorto
	 	 	Name: Richard Allorto
	 	 	Title: Chief Financial Officer
	 	 	 
	 	Medley GP Holdings LLC, as Guarantor
	 	 	 
	 	By: 	/s/ Richard Allorto
	 	 	Name: Richard Allorto
	 	 	Title: Chief Financial Officer
	 	 	 
	 	Medley GP LLC, as Guarantor
	 	 	 
	 	By: 	/s/ Richard Allorto
	 	 	Name: Richard Allorto
	 	 	Title: Chief Financial Officer


 


[Signature Page to Guarantee
and Collateral Agreement (Revolver)]


 




    	 



    	 



    

  


	 	CITY NATIONAL PARK, as Collateral Agent
	 	 	 
	 	By:	/s/ Charles Hill
	 	 	Name:      Charles Hill
	 	 	Title:        Senior Vice President


 


[Signature Page to Guarantee
and Collateral Agreement (Revolver)]