Exhibit 10.2


 





COLLATERAL AND GUARANTY AGREEMENT



among



PENNYMAC FINANCIAL SERVICES, INC.,

as Holdings,



PRIVATE NATIONAL MORTGAGE ACCEPTANCE COMPANY, LLC,

as Borrower,



CERTAIN OTHER SUBSIDIARIES OF PRIVATE NATIONAL MORTGAGE ACCEPTANCE COMPANY, LLC FROM TIME TO TIME PARTY HERETO,



and



CREDIT SUISSE AG,

as COLLATERAL AGENT







Dated as of December 30, 2015


 


 








    	 



    	 



    

TABLE
OF CONTENTS


 


 



	 	 	PAGE
	ARTICLE 1
	DEFINITIONS
	 	 	 
	ARTICLE 2
	SECURITY INTERESTS
	 
	Section 2.01.	Grant of Security Interests	6
	 	 	 
	ARTICLE 3
	GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS
	 	 	 
	Section 3.01.	Necessary Filings	7
	Section 3.02.	No Liens	7
	Section 3.03.	Other Financing Statements	7
	Section 3.04.	Chief Executive Office, Record Locations	7
	Section 3.05.	Legal Names; Type of Organization (and Whether a Registered Organization and/or a Transmitting Utility); Jurisdiction
    of Organization; Organizational Identification Numbers; Federal Employer Identification Number; Changes Thereto; Etc.	8
	Section 3.06.	Certain Significant Transactions	8
	Section 3.07.	Recourse	8
	 	 	 
	ARTICLE 4
	SPECIAL PROVISIONS CONCERNING SPECIFIED CONTRACT RIGHTS;
	INSTRUMENTS AND CERTAIN OTHER COLLATERAL
	 	 	 
	Section 4.01.	Collection	9
	Section 4.02.	Instruments	9
	Section 4.03.	Assignors Remain Liable Under Specified Contracts	9
	 	 	 
	ARTICLE 5
	PROVISIONS CONCERNING ALL COLLATERAL
	 	 	 
	Section 5.01.	Protection of Collateral Agent’s Security	9
	Section 5.02.	Further Actions	10
	Section 5.03.	Financing Statements	10
	 	 	 
	ARTICLE 6
	REMEDIES UPON OCCURRENCE OF AN EVENT OF DEFAULT
	 
	Section 6.01.	Remedies; Obtaining the Collateral Upon an Event of Default	10
	Section 6.02.	Remedies; Disposition of the Collateral	12
	Section 6.03.	Waiver of Claims	13
	Section 6.04.	Application of Proceeds	13



 






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	Section 6.05.	Remedies Cumulative	16
	Section 6.06.	Discontinuance of Proceedings	17
	 	 	 
	ARTICLE 7
	INDEMNITY
	 	 	 
	Section 7.01.	Indemnity	17
	Section 7.02.	Indemnity Obligations Secured by Collateral; Survival	18
	 	 	 
	ARTICLE 8
	POWER OF ATTORNEY
	 	 	 
	Section 8.01.	Power of Attorney	18
	 	 	 
	ARTICLE 9
	MISCELLANEOUS
	 	 	 
	Section 9.01.	Notices	19
	Section 9.02.	Waiver; Amendment	19
	Section 9.03.	Obligations Absolute	19
	Section 9.04.	Successors and Assigns	19
	Section 9.05.	Headings Descriptive	20
	Section 9.06.	Governing Law; Submission to Jurisdiction; Venue; Waiver of Jury Trial	20
	Section 9.07.	Assignor’s Duties	21
	Section 9.08.	Termination; Release	21
	Section 9.09.	Counterparts	22
	Section 9.10.	Severability	22
	Section 9.11.	The Collateral Agent and the Other Secured Creditors	22
	Section 9.12.	Additional Assignors	23
	 	 	 
	ARTICLE 10
	GUARANTY
	 	 	 
	Section 10.01.	Guaranty	23
	Section 10.02.	Liability of Guarantors Absolute	24
	Section 10.03.	Obligations of Guarantors Independent	25
	Section 10.04.	Waivers by Guarantors	26
	Section 10.05.	Rights of Secured Creditors	27
	Section 10.06.	Continuing Guaranty	29
	Section 10.07.	Release of Guaranty	29
	Section 10.08.	Subordination of Indebtedness held by Guarantors	29
	Section 10.09.	Stay of Acceleration	30
	Section 10.10.	Representations, Warranties and Covenants of Guarantors	30
	Section 10.11.	Expenses	32
	Section 10.12.	Benefit and Binding Effect	32
	Section 10.13.	Set-Off	32
	Section 10.14.	Reinstatement	32



 


 



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	Section 10.15.	Release of Liability of Guarantor	33
	Section 10.16.	Contribution	33
	Section 10.17.	Limitation on Guaranteed Obligations	34
	Section 10.18.	Payments	34
	Section 10.19.	Additional Guarantors.	34
	Section 10.20.	Keepwell	35


 


 





	Schedule 1	Chief Executive Office; Location
	Schedule 2	Legal Names; Type of Organization; Jurisdiction; Organizational Identification Numbers; Federal Employer Identification Numbers
	Schedule 3	Specified Contracts
	Schedule 4	Specified Deposit Accounts




 


 






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COLLATERAL AND GUARANTY AGREEMENT


 


COLLATERAL AND GUARANTY AGREEMENT (this
“Agreement”), dated as of December 30, 2015, made by and among each of the undersigned assignors (each, an “Assignor”,
and together with any other entity that becomes an assignor hereunder pursuant to Section 9.12 hereof, the “Assignors”),
each of the undersigned guarantors (each, a “Guarantor” and, together with any other entity that becomes a guarantor
hereunder pursuant to Section 10.19, collectively, the “Guarantors”) in favor of CREDIT SUISSE AG, as collateral
agent (together with any successor collateral agent, the “Collateral Agent”), for the benefit of the Secured
Creditors (as defined below). Certain capitalized terms as used herein are defined in Article 1 hereof. Except as otherwise defined
herein, all capitalized terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein
defined.


 


WITNESSETH:


 


WHEREAS, Private National Mortgage Acceptance
Company, LLC, a Delaware limited liability company (the “Borrower”), the lenders from time to time party thereto
(the “Lenders”) and Credit Suisse AG, as administrative agent (together with any successor administrative agent,
the “Administrative Agent”) and Collateral Agent, have entered into a Credit Agreement, dated as of December
30, 2015 (as amended, modified, restated and/or supplemented from time to time, the “Credit Agreement”), providing
for the making of Loans to the Borrower, as contemplated therein (the Lenders, the Administrative Agent and the Collateral Agent
are herein called the “Secured Creditors”);


 


WHEREAS, each Guarantor has jointly and
severally guaranteed to the Secured Creditors the payment when due of all Guaranteed Obligations as described (and defined) herein;


 


WHEREAS, it is a condition precedent to
the effectiveness of the Credit Agreement that each Assignor and each Guarantor shall have executed and delivered to the Collateral
Agent this Agreement;


 


WHEREAS, each Guarantor other than Holdings
is a direct or indirect Wholly-Owned Domestic Subsidiary of the Borrower; and


 


WHEREAS, each Assignor and each Guarantor
will obtain benefits from the incurrence of Loans by the Borrower under the Credit Agreement and, accordingly, desires to execute
this Agreement in order to satisfy the condition described in the second preceding paragraph and to induce the Lenders to make
Loans to the Borrower;


 


NOW, THEREFORE, in consideration of the
foregoing and other benefits accruing to each Assignor and each Guarantor, the receipt and sufficiency of which are hereby acknowledged,
each Assignor and each Guarantor hereby makes the following representations and warranties to the Collateral Agent for the benefit
of the Secured Creditors and hereby covenants and agrees with each other Assignor, each other Guarantor and the Collateral Agent
for the benefit of the Secured Creditors as follows:


 




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Article
1

Definitions


 


The following terms shall have the meanings
herein specified. Such definitions shall be equally applicable to the singular and plural forms of the terms defined.


 


“Administrative Agent”
shall have the meaning provided in the recitals of this Agreement.


 


“Adjusted Net Worth”
shall have the meaning provided in Section 10.16 of this Agreement.


 


“Aggregate Deficit Amount”
shall have the meaning provided in Section 10.16 of this Agreement.


 


“Aggregate Excess Amount”
shall have the meaning provided in Section 10.16 of this Agreement.


 


“Agreement” shall have
the meaning provided in the first paragraph of this Agreement.


 


“Assignor” shall have
the meaning provided in the first paragraph of this Agreement.


 


“Borrower” shall have
the meaning provided in the recitals of this Agreement.


 


“Collateral” shall have
the meaning provided in Section 2.01(a) of this Agreement.


 


“Collateral Agent” shall
have the meaning provided in the first paragraph of this Agreement.


 


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


 


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


 


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


 


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


 




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


 


“Contribution Percentage”
shall have the meaning provided in Section 10.16 of this Agreement.


 


“Credit Agreement” shall
have the meaning provided in the recitals of this Agreement.


 


“Deposit Account” shall
mean any “deposit account” as such term is defined in the Uniform Commercial Code as in effect on the date hereof in
the State of New York.


 


“Document” shall mean
any “document” as such term is defined in the Uniform Commercial Code as in effect on the date hereof in the State
of New York.


 


“Excluded Swap Obligation”
shall mean, with respect to any Assignor, any Swap Obligation if, and to the extent that, and only for so long as, all or a portion
of the guarantee of such Assignor of, or the grant by such Assignor of a security interest to secure, as applicable, such Swap
Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of
the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Assignor’s
failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and
the regulations thereunder at the time the guarantee of such Assignor or the grant of such security interest, as applicable, becomes
effective or would become effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement
governing more than one Swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to Swaps
for which such guarantee or security interest is or becomes illegal.


 


“Guarantor” shall have
the meaning provided in the first paragraph of this Agreement.


 


“Guaranty” shall have
the meaning provided in Section 10.01(a) of this Agreement.


 


“Indemnitee” shall have
the meaning provided in Section 7.01(a) of this Agreement.


 


“Instrument” shall mean
any “instrument” as such term is defined in the Uniform Commercial Code as in effect on the date hereof in the State
of New York.


 


“Lenders” shall have
the meaning provided in the recitals of this Agreement.


 


“Location” of any Assignor,
shall mean such Assignor’s “location” as determined pursuant to Section 9-307 of the UCC.


 




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“Net Worth” shall have
the meaning provided in Section 10.16 of this Agreement.


 


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


 


“Primary Obligations”
shall have the meaning provided in Section 6.04(b) of this Agreement.


 


“Pro Rata Share” shall
have the meaning provided in Section 6.04(b) of this Agreement.


 


“Proceeds” shall mean
all “proceeds” as such term is defined in the Uniform Commercial Code as in effect in the State of New York on the
date hereof and, in any event, shall also include, but not be limited to, (i) any and all proceeds of any insurance, indemnity,
warranty or guaranty payable to the Collateral Agent or any Assignor from time to time with respect to any of the Collateral, (ii)
any and all payments (in any form whatsoever) made or due and payable to any Assignor from time to time in connection with any
requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Collateral by any Governmental Authority
(or any person acting under color of Governmental Authority) and (iii) any and all other amounts from time to time paid or payable
under or in connection with any of the Collateral.


 


“Qualified ECP Guarantor”
shall have the meaning provided in Section 10.01(a) of this Agreement.


 


“Registered Organization”
shall have the meaning provided in the Uniform Commercial Code as in effect in the State of New York.


 


“Relevant Payment” shall
have the meaning provided in Section 10.16 of this Agreement.


 


“Secondary Obligations”
shall have the meaning provided in Section 6.04(b) of this Agreement.


 


“Secured Creditors” shall
have the meaning provided in the recitals of this Agreement.


 


“Secured Obligations”
shall mean and include, as to any Assignor, all of the following:


 


(i)the full and prompt payment when
due (whether at stated maturity, by acceleration or otherwise) of all Loans, obligations, liabilities and indebtedness (including,
without limitation, principal, premium, interest (including, without limitation, all interest that accrues after the commencement
of any case, proceeding or other action relating to the bankruptcy, insolvency, receivership, reorganization or similar proceeding
of any Assignor (or which would accrue but for the operation of applicable bankruptcy or insolvency laws) at the rate provided
for in the respective documentation, whether or not a claim for post-petition interest is allowed or allowable in any such proceeding),
fees, costs and indemnities) of such Assignor to the Secured Creditors, whether now existing or hereafter incurred under, arising
out of, or in connection with, each Credit Document to which such Assignor is a party (including, without limitation, in the event
such Assignor is a Guarantor, all such obligations, liabilities and indebtedness of such Assignor under its Guaranty) and the due
performance and compliance by such Assignor with all of the terms, conditions and agreements contained in each such Credit Document;


 




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(ii)any and all sums advanced by the
Collateral Agent in order to (x) preserve the Collateral or preserve its security interest in the Collateral or (y) cure any default
or violation of any Specified Contract or approval of any Governmental Authority;


 


(iii)in the event of any proceeding
for the collection or enforcement of any indebtedness, obligations or liabilities of such Assignor referred to in clause (i) above,
after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale
or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Collateral Agent of its rights
hereunder, together with reasonable attorneys’ fees and court costs; and


 


(iv)all amounts paid by any Indemnitee
as to which such Indemnitee has the right to reimbursement under Section 7.01 of this Agreement;


 


it being acknowledged and agreed that the “Secured Obligations”
shall (a) include extensions of credit of the types described above, whether extended on the date of this Agreement or extended
from time to time after the date of this Agreement and (b) exclude Excluded Swap Obligations.


 


“Security Agreement Supplement”
shall mean a Security Agreement Supplement, in form and substance reasonably acceptable to the Collateral Agent, signed and delivered
to the Collateral Agent for the purpose of adding an Assignor as a party hereto pursuant to Section 9.12.


 


“Specified Contract”
shall mean each contract listed on Schedule 3 hereto.


 


“Specified Contract Rights”
shall mean all economic rights of any Assignor under each Specified Contract, including, without limitation, any and all rights
to receive and demand payments under any or all Specified Contract.


 


“Specified Deposit Account”
shall mean each Deposit Account listed on Schedule 4 hereto.


 


“Swap” shall mean any
agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a (47) of the Commodity
Exchange Act, including any Interest Rate Protection Agreement or any Other Hedging Agreement.


 


“Swap Obligation” shall
mean, with respect to any Assignor, any obligation to pay or perform under any Swap.


 




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“Termination Date” shall
have the meaning provided in Section 9.08(a) of this Agreement.


 


“Transmitting Utility”
shall have the meaning given such term in Section 9 102(a)(80) of the UCC.


 


“UCC” shall mean the
Uniform Commercial Code as in effect from time to time in the State of New York; provided, however, that, at any
time, if by reason of mandatory provisions of law, any or all of the perfection or priority of the Collateral Agent’s security
interest in any item or portion of the Collateral (or the exercise of any remedy with respect thereto) is governed by the Uniform
Commercial Code as in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform
Commercial Code as in effect, at such time, in such other jurisdiction for purposes of the provisions relating to such perfection
or priority (or the exercise of such remedy) and for purposes of definitions relating to such provisions.


 


Article
2

Security Interests


 


Section 2.01.Grant of Security
Interests.  (a) As security for the prompt and complete payment and performance when due of all of its Secured
Obligations, each Assignor does hereby pledge and grant to the Collateral Agent, for the benefit of the Secured Creditors, a
continuing security interest in all of the right, title, interest, powers, remedies, privileges and other benefits of such
Assignor in, to and under all of the following personal property (and all rights therein) of such Assignor, or in which or to
which such Assignor has any rights, in each case whether now existing or hereafter from time to time acquired and wherever
located:


 


(i)all Specified Contract Rights;


 


(ii)all Specified Deposit Accounts
maintained by such Assignor with any Person and all monies deposited or required to be deposited in the foregoing;


 


(iii)all Documents related to a Specified
Deposit Account or Specified Contract Right;


 


(iv)all Instruments related to a Specified
Contract Right; and


 


(v)all Proceeds and products of any
and all of the foregoing (all of the above, the “Collateral”);


 


(b)The security interest of the Collateral
Agent under this Agreement extends to all Collateral which any Assignor may acquire, or with respect to which any Assignor may
obtain rights, at any time during the term of this Agreement.


 




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Article
3

General Representations, Warranties and Covenants


 


Each Assignor represents, warrants and covenants,
which representations, warranties and covenants shall survive execution and delivery of this Agreement, as follows:


 


Section 3.01.Necessary Filings.
All filings, registrations, recordings and other actions necessary or appropriate to create, preserve and perfect the security
interest granted by such Assignor to the Collateral Agent hereby have been accomplished as of the Closing Date, subject to, with
respect to the Specified Deposit Accounts, the execution of deposit account control agreements, and the security interest granted
to the Collateral Agent pursuant to this Agreement in and to the Collateral creates or will create, as of the applicable date,
a valid and, together with all such filings, registrations, recordings and other actions, perfected security interest therein prior
to the rights of all other Persons therein and subject to no other Liens (in each case, other than Permitted RC Asset Liens) and
is entitled to all the rights, priorities and benefits afforded by the Uniform Commercial Code or other relevant law as enacted
in any relevant jurisdiction to perfected security interests, in each case to the extent that the Collateral consists of the type
of property in which a security interest may be perfected by control (within the meaning of the UCC as in effect on the date hereof
in the State of New York) or by filing a financing statement under the Uniform Commercial Code as enacted in any relevant jurisdiction,
in each case other than as otherwise permitted by this Agreement or the Credit Agreement.


 


Section 3.02.No Liens. Such Assignor
is, and as to all Collateral acquired by it from time to time after the date hereof such Assignor will be, the owner of all of
its Collateral free from any Lien of any Person (other than Permitted RC Asset Liens), and such Assignor shall defend such Collateral
against all claims and demands of all Persons at any time claiming the same or any interest therein adverse to the Collateral Agent
(other than Collateral sold to a Person that is not an Assignor in compliance with the Credit Agreement and the other Credit Documents).


 


Section 3.03.Other Financing Statements.
As of the date hereof, there is no financing statement (or similar statement or instrument of registration under the law of any
jurisdiction) covering or purporting to cover any interest of any kind in the Collateral (other than financing statements filed
in respect of Permitted RC Asset Liens), and so long as the Termination Date has not occurred, such Assignor will not execute or
authorize to be filed in any public office any financing statement (or similar statement or instrument of registration under the
law of any jurisdiction) or statements relating to the Collateral, except financing statements filed or to be filed in respect
of and covering the security interests granted hereby by such Assignor or in connection with Permitted RC Asset Liens.


 


Section 3.04.Chief Executive Office,
Record Locations. The chief executive office and Location of such Assignor is, on the date of this Agreement, located at the
address indicated on Schedule 1 hereto for such Assignor. During the period of the five years preceding the date of this Agreement,
the chief executive office or Location of such Assignor has not been located at any address other than that indicated on Schedule
1 in accordance with the immediately preceding sentence, in each case unless each such other address is also indicated on Schedule
1 hereto for such Assignor.


 




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Section 3.05.Legal Names; Type of
Organization (and Whether a Registered Organization and/or a Transmitting Utility); Jurisdiction of Organization; Organizational
Identification Numbers; Federal Employer Identification Number; Changes Thereto; Etc. The exact legal name of each Assignor,
the type of organization of such Assignor, the jurisdiction of organization of such Assignor, the organizational identification
number (if any) of such Assignor, and the Federal Employer Identification Number (if any) of such Assignor is listed on Schedule
2 hereto for such Assignor. No Assignor is a Transmitting Utility or a Registered Organization. No Assignor shall change its legal
name, its type of organization, its jurisdiction of organization, its status as a Person that is not a Registered Organization
or a Transmitting Utility, or its Location from that listed on Schedule 1 or Schedule 2 hereto, as the case may be, except that
any such changes shall be permitted (so long as not in violation of the applicable requirements of the Credit Documents and so
long as same do not involve such Assignor changing its jurisdiction of organization from the United States or a State thereof to
a jurisdiction of organization outside the United States or a State thereof) if (i) it shall have given to the Collateral Agent
written notice of each change no more than thirty (30) days following the date of such change to the information listed on Schedule
1 or Schedule 2 (as adjusted for any subsequent changes thereto previously made in accordance with this sentence), together with
a supplement to Schedule 1 or Schedule 2, as applicable, which shall correct all information contained therein for such Assignor
(it being understood that on and after March 14, 2016, each Assignor’s chief executive office and Location will be 3043 Townsgate
Rd., Westlake Village, CA 91361 and no such notice to the Collateral Agent shall be required with respect to such change) and (ii)
in connection with such change or changes, it shall have taken all action reasonably requested by the Collateral Agent to maintain
the security interest of the Collateral Agent in the Collateral intended to be granted hereby at all times fully perfected and
in full force and effect. In addition, to the extent that such Assignor does not have an organizational identification number on
the date hereof and later obtains one, to the extent necessary to maintain the security interest of the Collateral Agent in the
Collateral intended to be granted hereby fully perfected and in full force and effect, such Assignor shall promptly thereafter
notify the Collateral Agent of such organizational identification number and shall take all actions reasonably satisfactory to
the Collateral Agent.


 


Section 3.06.Certain Significant
Transactions. During the two-year period preceding the date of this Agreement, no Person has merged or consolidated with or
into any Assignor, and no Person has liquidated into, or transferred all or substantially all of its assets to, any Assignor.


 


Section 3.07.Recourse. This Agreement
is made with full recourse to each Assignor and pursuant to and upon all the warranties, representations, covenants and agreements
on the part of such Assignor contained herein and in the other Credit Documents.


 




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Article
4

Special Provisions Concerning Specified Contract Rights;

Instruments and Certain Other Collateral


 


Section 4.01.
(a) Collection.  Each Assignor shall endeavor in accordance with reasonable business practices to cause to be
collected from the obligor under any Specified Contract, as and when due any and all amounts owing under or on account of
such Specified Contract (including, without limitation, amounts which are delinquent, such amounts to be collected in
accordance with generally accepted lawful collection procedures), and apply forthwith upon receipt thereof all such amounts
as are so collected under such Specified Contract.


 


(b)In accordance with its reasonable
business judgment (to be determined by such Assignor in good faith), at each applicable Assignor’s sole cost and expense,
such Assignor will appear in and defend any action or proceedings arising under, growing out of or in any manner connected with
any Specified Contract Right of such Assignor.


 


Section 4.02.Instruments. If
any Assignor owns or acquires any Instrument constituting Collateral with a principal amount in excess of $500,000 (other than
checks and other payment instruments received and collected in the ordinary course of business), such Assignor will promptly (and
in any event within 30 days) following written request by the Collateral Agent notify the Collateral Agent thereof, and if an Event
of Default has occurred and is continuing, upon written request by the Collateral Agent, will promptly deliver such Instrument
to the Collateral Agent appropriately endorsed to the order of the Collateral Agent.


 


Section 4.03.Assignors Remain Liable
Under Specified Contracts. Anything herein to the contrary notwithstanding, the Assignors shall remain liable under each of
the Specified Contracts to observe and perform all of the conditions and obligations to be observed and performed by them thereunder,
all in accordance with and pursuant to the terms and provisions of each Specified Contract, except to the extent that the failure
to comply therewith could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Neither the Collateral Agent nor any other Secured Creditor shall have any obligation or liability under any Specified Contract
by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Creditor of any payment
relating to such Specified Contract pursuant hereto.


 


Article
5

Provisions Concerning All Collateral


 


Section 5.01.Protection of Collateral
Agent’s Security. Except as otherwise permitted by the Credit Documents, each Assignor will do nothing to impair the
rights of the Collateral Agent in the Collateral in any material respect. Each Assignor will at all times maintain insurance, at
such Assignor’s own expense to the extent and in the manner provided in the Credit Agreement. Except to the extent otherwise
permitted to be retained by such Assignor or applied by such Assignor pursuant to the terms of the Credit Documents, the Collateral
Agent shall, at the time any proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance
with Section 6.04 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by
it and the liability of such Assignor to pay the Secured Obligations shall in no way be affected or diminished by reason of the
fact that such Collateral may be for any reason whatsoever unavailable to such Assignor.


 




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Section 5.02.Further
Actions. Each Assignor will, at its own expense and upon the reasonable written request of the Collateral Agent, make, execute,
endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such lists, descriptions and designations of
its Collateral, schedules, financing statements, transfer endorsements, certificates, reports and other assurances or instruments
and take such further steps relating to the Collateral and other property or rights covered by the security interest hereby granted,
which the Collateral Agent deems reasonably appropriate or advisable to (i) perfect, preserve or protect its security interest
in the Collateral, (ii) enable the Collateral Agent and the Secured Creditors to obtain the full benefits of the Credit Documents,
or (iii) enable the Collateral Agent to exercise and enforce any of its rights, powers and remedies with respect to any of such Assignor’s
Collateral.


 


Section 5.03.Financing Statements. Each Assignor agrees to deliver to the Collateral Agent (and, if required,
execute) such financing statements, in form reasonably acceptable to the Collateral Agent, as the Collateral Agent may from time
to time reasonably request in writing or as are reasonably necessary in the opinion of the Collateral Agent to establish and maintain
a valid, enforceable, perfected security interest in the Collateral as provided herein and the other rights and security contemplated
hereby. Each Assignor authorizes the Collateral Agent to file in the jurisdiction of such Assignor’s Location and in the
jurisdiction of such Assignor’s organization any initial financial statement or amendments thereto. Each Assignor will pay
any applicable filing fees, recordation taxes and related expenses relating to its Collateral. Each Assignor hereby authorizes
the Collateral Agent to file any such financing statements without the signature of such Assignor where permitted by law.


 


Article
6

Remedies Upon Occurrence of an Event of Default


 


Section 6.01.Remedies; Obtaining
the Collateral Upon an Event of Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing,
then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable law and
under the other provisions of this Agreement or any other Credit Document, shall have all rights as a secured creditor under any
UCC (whether or not in effect in the jurisdiction where such rights are exercised), and such additional rights and remedies to
which a secured creditor is entitled under the laws in effect in all relevant jurisdictions and, without limiting the foregoing,
may:


 


(a)instruct the obligor or obligors
on any agreement, instrument or other obligation (including, without limitation, the obligors with respect to the Specified Contract
Rights) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation
directly to the Collateral Agent and may exercise any and all remedies of such Assignor in respect of such Collateral;


 




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(b)deliver a notice of exclusive control
to any depository banks and/or securities intermediaries which have entered into a control agreement with the Collateral Agent
and otherwise exercise dominion and control over the Specified Deposit Accounts for which the Collateral Agent has control;


 


(c)sell, assign or otherwise liquidate
any or all of the Collateral or any part thereof in accordance with Section 6.02 hereof, or direct such Assignor to sell, assign
or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of
any such sale or liquidation;


 


(d)take possession of the Collateral
or any part thereof, by directing such Assignor in writing to deliver the same to the Collateral Agent at any reasonable place
or places designated by the Collateral Agent, in which event such Assignor shall at its own expense forthwith cause the same to
be moved to the place or places so designated by the Collateral Agent and there delivered to the Collateral Agent;


 


(e)apply any monies constituting Collateral
or proceeds thereof in accordance with the provisions of Section 6.04; and


 


(f)take any other action as specified
in clauses (1) through (5), inclusive, of Section 9-607(a) of the UCC, to the extent applicable;


 


it being understood that each Assignor’s obligation so
to deliver the Collateral is of the essence of this Agreement and that, accordingly, upon application to a court of equity having
jurisdiction, the Collateral Agent shall be entitled to a decree requiring specific performance by such Assignor of said obligation.
By accepting the benefits of this Agreement and each other Security Document, the Secured Creditors expressly acknowledge and agree
that this Agreement and each other Security Document may be enforced only by the action of the Collateral Agent acting upon the
instructions of the Required Lenders and that no other Secured Creditor shall have any right individually to seek to enforce or
to enforce this Agreement or to realize upon the security to be granted hereby, it being understood and agreed that such rights
and remedies may be exercised by the Collateral Agent for the benefit of the Secured Creditors upon the terms of this Agreement
and the other Security Documents. The Secured Creditors further agree that this Agreement may not be enforced against any director,
officer, employee, partner, member, stockholder or agent of any Assignor unless such Person is also an Assignor. It is understood
and agreed that the agreement in this Section 6.01 is among and solely for the benefit of the Secured Creditors and that, if the
Required Lenders so agree (without requiring the consent of any Assignor), this Agreement may be directly enforced by any Secured
Creditor.


 




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Section 6.02.Remedies; Disposition
of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral or any portion thereof
repossessed by the Collateral Agent under or pursuant to Section 6.01 hereof and any other Collateral or any portion thereof whether
or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts
or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such
manner, for cash, on credit or for future delivery at such time or times, at such place or places (including, without limitation,
at any exchange, broker’s board or at any of the Collateral Agent’s offices or elsewhere), at such price or prices
and on such other terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine
to be commercially reasonable irrespective of the impact of any such sales on the market price of the Collateral. Any such sale,
lease or other disposition may be effected by means of a public disposition or private disposition, effected in accordance with
the applicable requirements (in each case if and to the extent applicable) of Sections 9-610 through 9-613 of the UCC and/or such
other mandatory requirements of applicable law as may apply to the respective disposition. The Collateral Agent may, without notice
or publication, adjourn any public or private disposition or cause the same to be adjourned from time to time by announcement at
the time and place fixed for the disposition, and such disposition may be made at any time or place to which the disposition may
be so adjourned. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having
been given. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and
may pay all or any portion of the purchase price by crediting Secured Obligations against the purchase price) of the Collateral
or any item thereof, offered for disposition in accordance with this Section 6.02 without accountability to the relevant Assignor.
If, under applicable law, the Collateral Agent shall be permitted to make disposition of the Collateral within a period of time
which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such
Assignor only such notice of disposition as shall be required by such applicable law and such notice shall be deemed reasonable
and proper if given in writing at least ten (10) days before such disposition. Upon any sale or other disposition of Collateral
by the Collateral Agent (including pursuant to a power of sale granted by statute or under judicial proceeding), the receipt of
the Collateral Agent or of the officer making such sale or disposition shall be sufficient discharge to the purchaser or purchasers
of the Collateral so sold or disposed and such purchaser or purchasers shall not be obligated to see to the application of any
part of the purchase money paid to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.
The Collateral Agent may disclaim any warranty, as to title or as to any other matter, in connection with such sale or other disposition,
and its doing so shall not be considered adversely to affect the commercial reasonableness of such sale or other disposition. If
the Collateral Agent sells any of the Collateral upon credit, the Assignors will be credited only with payment actually made by
the purchaser, received by the Collateral Agent and applied in accordance with Section 6.04 hereof. In the event the purchaser
fails to pay for the Collateral, the Collateral Agent may resell the same, subject to the same rights and duties set forth herein.
Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such disposition
or dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations,
orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or
foreign, having jurisdiction over any such sale or sales, all at such Assignor’s expense.  


 






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Section 6.03.Waiver of Claims.
Except as otherwise provided in this Agreement, EACH ASSIGNOR HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW (INCLUDING
SECTION 9-602 OF THE UCC), NOTICE AND JUDICIAL HEARING IN CONNECTION WITH THE COLLATERAL AGENT’S TAKING POSSESSION OR THE
COLLATERAL AGENT’S DISPOSITION OF ANY OF THE COLLATERAL, INCLUDING, WITHOUT LIMITATION, ANY AND ALL PRIOR NOTICE AND HEARING
FOR ANY PREJUDGMENT REMEDY OR REMEDIES, and each Assignor hereby further waives, to the extent permitted by law (including Section
9-602 of the UCC):


 


(a)all damages occasioned by such taking of possession or any such disposition except any damages which are
the direct result of the Collateral Agent’s gross negligence, bad faith, willful misconduct or material breach of the Collateral
Agent’s obligations under this Agreement or any other Credit Document (as determined by a court of competent jurisdiction
in a final and non-appealable decision);


 


(b)all other requirements as to the
time, place and terms of sale or other requirements with respect to the enforcement of the Collateral Agent’s rights hereunder
including, to the maximum extent permitted by law, any claim against any Secured Creditor arising because the price at which any
Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale, even if
the Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree; and


 


(c)all rights of redemption, appraisement,
valuation, stay, extension or moratorium now or hereafter in force under any applicable law in order to prevent or delay the enforcement
of this Agreement or the absolute sale of the Collateral or any portion thereof, and each Assignor, for itself and all who may
claim under it, insofar as it or they now or hereafter lawfully may, hereby waives the benefit of all such laws.


 


Any sale of, or the grant of options to
purchase, or any other realization upon, any Collateral shall operate to divest all right, title, interest, claim and demand, either
at law or in equity, of the relevant Assignor therein and thereto, and shall be a perpetual bar both at law and in equity against
such Assignor and against any and all Persons claiming or attempting to claim the Collateral so sold, optioned or realized upon,
or any part thereof, from, through and under such Assignor.


 


Section 6.04.Application of Proceeds.
(a) All moneys collected by the Collateral Agent (or, to the extent any other Security Document requires proceeds of collateral
under such other Security Document to be applied in accordance with the provisions of this Agreement, the pledgee or collateral
agent under such other Security Document) upon any sale or other disposition of the Collateral, together with all other moneys
received by the Collateral Agent hereunder, shall be applied as follows:


 




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(i)first, to the payment of
all amounts owing to the Collateral Agent of the type described in clauses (ii), (iii) and (iv) of the definition of “Secured
Obligations”;


 


(ii)second, to the extent proceeds
remain after the application pursuant to preceding clause (i), an amount equal to the outstanding Primary Obligations in respect
of interest (including post-petition interest) shall be paid to the Secured Creditors as provided in Section 6.04(e) hereof, with
each Secured Creditor receiving an amount equal to its outstanding Primary Obligations in respect of interest (including post-petition
interest) or, if the proceeds are insufficient to pay in full all such Primary Obligations in respect of interest (including post-petition
interest), its Pro Rata Share of the amount remaining to be distributed;


 


(iii)third, to the extent proceeds
remain after the application pursuant to preceding clause (i) and (ii), an amount equal to the outstanding remaining Primary Obligations
shall be paid to the Secured Creditors as provided in Section 6.04(e) hereof, with each Secured Creditor receiving an amount equal
to its outstanding remaining Primary Obligations or, if the proceeds are insufficient to pay in full all such remaining Primary
Obligations, its Pro Rata Share of the amount remaining to be distributed;


 


(iv)fourth, to the extent proceeds
remain after the application pursuant to the preceding clauses (i) through (iii), an amount equal to the outstanding Secondary
Obligations shall be paid to the Secured Creditors as provided in Section 6.04(e) hereof, with each Secured Creditor receiving
an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary
Obligations, its Pro Rata Share of the amount remaining to be distributed; and


 


(v)fifth, to the extent proceeds
remain after the application pursuant to the preceding clauses (i) through (iv), inclusive, and following the termination of this
Agreement pursuant to Section 9.08(a) hereof, to the relevant Assignor or to whomever may be lawfully entitled to receive such
surplus.


 


Notwithstanding the foregoing, no amounts received from any
Assignor shall be applied to any Excluded Swap Obligations of such Assignor. In making payments and allocations required by this
Section, the Collateral Agent may rely upon information supplied to it pursuant to Section 6.04(f). All distributions made by the
Collateral Agent pursuant to this Section shall be final (except in the event of manifest error) and the Collateral Agent shall
have no duty to inquire as to the application by any Secured Creditor of any amount distributed to it.


 


(b)For purposes of this Agreement,
(x) “Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion of any distribution or
amount, that amount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Secured
Creditor’s Primary Obligations (or relevant portion thereof) or Secondary Obligations, as the case may be, and the denominator
of which is the then outstanding amount of all Primary Obligations (or relevant portion thereof) or Secondary Obligations, as the
case may be, (y) “Primary Obligations” shall mean all principal of, premium and interest on, all Loans and all
Fees (other than indemnities, fees (including, without limitation, attorneys’ fees) and similar obligations and liabilities)
and (z) “Secondary Obligations” shall mean all Secured Obligations other than Primary Obligations and Secured
Obligations paid pursuant to (a)(i) hereof.


 




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(c)When payments to Secured Creditors
are based upon their respective Pro Rata Shares, the amounts received by such Secured Creditors hereunder shall be applied (for
purposes of making determinations under this Section 6.04 only) (i) first, to their Primary Obligations and (ii) second, to their
Secondary Obligations. If any payment to any Secured Creditor of its Pro Rata Share of any distribution would result in overpayment
to such Secured Creditor, such excess amount shall instead be distributed in respect of the unpaid Primary Obligations or Secondary
Obligations, as the case may be, of the other Secured Creditors, with each Secured Creditor whose Primary Obligations or Secondary
Obligations, as the case may be, have not been paid in full to receive an amount equal to such excess amount multiplied by a fraction
the numerator of which is the unpaid Primary Obligations or Secondary Obligations, as the case may be, of such Secured Creditor
and the denominator of which is the unpaid Primary Obligations or Secondary Obligations, as the case may be, of all Secured Creditors
entitled to such distribution.


 


(d)If at any time any portion of any
monies collected or received by the Collateral Agent would, but for the provisions of this Section 6.04(d), be payable pursuant
to Section 6.04(a) in respect of a Contingent Secured Obligation, the Collateral Agent shall not apply any monies to pay such Contingent
Secured Obligation but instead shall request the holder thereof, at least 10 days before each proposed distribution hereunder,
to notify the Collateral Agent as to the maximum amount of such Contingent Secured Obligation if then ascertainable. If the holder
of such Contingent Secured Obligation does not notify the Collateral Agent of the maximum ascertainable amount thereof at least
two Business Days before such distribution, such holder will not be entitled to share in such distribution. If such holder does
so notify the Collateral Agent as to the maximum ascertainable amount thereof, the Collateral Agent will allocate to such holder
a portion of the monies to be distributed in such distribution, calculated as if such Contingent Secured Obligation were outstanding
in such maximum ascertainable amount. However, the Collateral Agent will not apply such portion of such monies to pay such Contingent
Secured Obligation, but instead will hold such monies or invest such monies in Cash Equivalents. All such monies and Cash Equivalents
and all proceeds thereof will constitute Collateral hereunder, but will be subject to distribution in accordance with this Section
6.04(d) rather than Section 6.04(a). The Collateral Agent will hold all such monies and Cash Equivalents and the net proceeds thereof
in trust until all or part of such Contingent Secured Obligation becomes a Non Contingent Secured Obligation, whereupon the Collateral
Agent at the request of the relevant Secured Creditor will apply the amount so held in trust to pay such Non Contingent Secured
Obligation; provided that, if the other Secured Obligations theretofore paid pursuant to the same clause of Section 6.04(a)
(i.e., clause second, third or fourth) were not paid in full, the Collateral Agent will apply the amount
so held in trust to pay the same percentage of such Non Contingent Secured Obligation as the percentage of such other Secured Obligations
theretofore paid pursuant to the same clause of Section 6.04(a). If (i) the holder of such Contingent Secured Obligation shall
advise the Collateral Agent that no portion thereof remains in the category of a Contingent Secured Obligation and (ii) the
Collateral Agent still holds any amount held in trust pursuant to this Section 6.04(d) in respect of such Contingent Secured Obligation
(after paying all amounts payable pursuant to the preceding sentence with respect to any portions thereof that became Non Contingent
Secured Obligations), such remaining amount will be applied by the Collateral Agent in the order of priorities set forth in Section
6.04(a).


 




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(e)All payments required to be made
hereunder shall be made to the Collateral Agent for the account of the Secured Creditors.


 


(f)For all purposes of the Credit Documents,
including, without limitation, for purposes of applying payments received in accordance with this Section 6.04, determining the
amounts of the Secured Obligations, the Primary Obligations and the Secondary Obligations and whether a Secured Obligation is a
Contingent Secured Obligation or not, or whether any action has been taken under any Credit Document, the Collateral Agent shall
be entitled to rely upon (i) the Administrative Agent (who shall be entitled to rely on its own records) for information as to
the Secured Creditors, their Secured Obligations (including the outstanding amount of their Primary Obligations and Secondary Obligations)
and actions taken by them and (ii) the Borrower, to the extent that the Collateral Agent has not obtained information from the foregoing
sources. The Administrative Agent and the Borrower agree (or shall agree) to provide upon written request of the Collateral Agent,
such information. Unless it has received written notice from a Secured Creditor to the contrary, the Administrative Agent and each
Representative, in furnishing information pursuant to the preceding sentence, and the Collateral Agent, in acting hereunder, shall
be entitled to assume that no Secondary Obligations are outstanding.


 


(g)It is understood that the Assignors
shall remain jointly and severally liable to the extent of any deficiency between the amount of the proceeds of the Collateral
and the aggregate amount of the Secured Obligations.


 


Section 6.05.Remedies Cumulative.
Each and every right, power and remedy hereby specifically given to the Collateral Agent shall be in addition to every other right,
power and remedy specifically given to the Collateral Agent under this Agreement, the other Credit Documents or now or hereafter
existing at law, in equity or by statute and each and every right, power and remedy whether specifically herein given or otherwise
existing may be exercised from time to time or simultaneously and as often and in such order as may be deemed expedient by the
Collateral Agent. All such rights, powers and remedies shall be cumulative and the exercise or the beginning of the exercise of
one shall not be deemed a waiver of the right to exercise any other or others. No delay or omission of the Collateral Agent in
the exercise of any such right, power or remedy and no renewal or extension of any of the Secured Obligations shall impair any
such right, power or remedy or shall be construed to be a waiver of any Default or Event of Default or an acquiescence thereof.
No notice to or demand on any Assignor in any case shall entitle it to any other or further notice or demand in similar or other
circumstances or constitute a waiver of any of the rights of the Collateral Agent to any other or further action in any circumstances
without notice or demand. In the event that the Collateral Agent shall bring any suit to enforce any of its rights hereunder and
shall be entitled to judgment, then in such suit the Collateral Agent may recover reasonable expenses, including reasonable attorneys’
fees, and the amounts thereof shall be included in such judgment.


 




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Section 6.06.Discontinuance of Proceedings.
In case the Collateral Agent shall have instituted any proceeding to enforce any right, power or remedy under this Agreement by
foreclosure, sale, entry or otherwise, and such proceeding shall have been discontinued or abandoned for any reason or shall have
been determined adversely to the Collateral Agent, then and in every such case the relevant Assignor, the Collateral Agent and
each holder of any of the Secured Obligations shall be restored to their former positions and rights hereunder with respect to
the Collateral subject to the security interest created under this Agreement, and all rights, remedies and powers of the Collateral
Agent shall continue as if no such proceeding had been instituted.


 


Article
7

Indemnity


 


Section 7.01.Indemnity. (a) Each
Assignor jointly and severally agrees to indemnify, reimburse and hold the Collateral Agent, each other Secured Creditor and their
respective successors, assigns, employees, affiliates and agents (hereinafter in this Section 7.01 referred to individually as
“Indemnitee,” and collectively as “Indemnitees”) harmless from any and all liabilities, obligations,
damages, injuries, penalties, claims, demands, actions, suits, judgments and any and all reasonable and documented costs, expenses
or disbursements (but limited, with respect to legal expenses, to the reasonable and documented fees, disbursements and other charges
of one single firm of primary counsel, one firm of special counsel and one additional firm of local counsel for each applicable
jurisdiction for all similarly situated Indemnitees) (for the purposes of this Section 7.01 the foregoing are collectively called
“expenses”) of whatsoever kind and nature imposed on, asserted against or incurred by any of the Indemnitees
in any way relating to or arising out of this Agreement, any other Credit Document or any other document executed in connection
herewith or therewith or in any other way connected with the administration of the transactions contemplated hereby or thereby
or the enforcement of any of the terms of any thereof, or the preservation of any rights under any thereof, or in any way relating
to or arising out of the manufacture, ownership, ordering, purchase, delivery, control, acceptance, lease, financing, possession,
operation, condition, sale, return or other disposition, or use of the Collateral (including, without limitation, latent or other
defects, whether or not discoverable); provided that no Indemnitee shall be indemnified pursuant to this Section 7.01(a)
for losses, damages or liabilities to the extent caused by the gross negligence, bad faith, willful misconduct or material breach
of such Indemnitee’s obligations under this Agreement, or from a dispute solely among Indemnitees (other than any such dispute
against any Person acting in its capacity as an “agent” hereunder, as to which such indemnity shall apply) at a time
when the Assignors have not breached their obligations hereunder in any material respect (as determined by a court of competent
jurisdiction in a final and non-appealable decision).


 




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(b)Without limiting the application
of Section 7.01(a) hereof, each Assignor agrees, jointly and severally, to pay or reimburse the Collateral Agent for any and all
reasonable and documented fees, costs and expenses of whatever kind or nature incurred in connection with the creation, preservation
or protection of the Collateral Agent’s Liens on, and security interest in, the Collateral, including, without limitation,
all reasonable and documented fees and taxes in connection with the recording or filing of instruments and documents in public
offices, payment or discharge of any taxes or Liens upon or in respect of the Collateral, premiums for insurance with respect to
the Collateral and all other reasonable and documented fees, costs and expenses in connection with protecting, maintaining or preserving
the Collateral and the Collateral Agent’s interest therein, whether through judicial proceedings or otherwise, or in defending
or prosecuting any actions, suits or proceedings arising out of or relating to the Collateral (but limited, with respect to legal
expenses, to the reasonable and documented fees, disbursements and other charges of one single form of primary counsel, one firm
of special counsel and one additional firm of local counsel for each applicable jurisdiction).


 


Section 7.02.Indemnity
Obligations Secured by Collateral; Survival. Any amounts paid by any Indemnitee as to which such Indemnitee has the right to
reimbursement shall constitute Secured Obligations secured by the Collateral. The indemnity obligations of each Assignor contained
in this Article 7 shall continue in full force and effect notwithstanding the occurrence of the Termination Date.


 


Article
8

Power of Attorney


 


Section 8.01.Power of
Attorney. Each Assignor hereby constitutes and appoints (which appointment is coupled with an interest) the Collateral
Agent its true and lawful attorney, irrevocably, with full power of substitution, for the sole use and benefit of the Secured
Creditors, but at the Assignors’ expense, at any time and from time to time after the occurrence of and during the
continuance of an Event of Default (in the name of such Assignor or otherwise), to the extent permitted by law to exercise
all or any of the following powers with respect to all or any of such Assignor’s Collateral: (a)  to act, require,
demand, sue for, collect, receive, compound and give acquittance for any and all moneys and claims for moneys due or to
become due to such Assignor under or arising out of the Collateral, (b) to endorse any checks or other instruments or orders
in connection therewith,(c) to file any claims or take any action or institute, settle, compromise, compound or defend any
proceedings with respect thereto which the Collateral Agent may deem to be necessary or advisable to protect the interests of
the Secured Creditors,(d)  to sell, lease, license or otherwise dispose of any Collateral or the proceeds or avails thereof,
as fully and effectually as if the Collateral Agent were the absolute owner thereof, and (e) to extend the time of payment
for any or all thereof and to make any allowance or other adjustment with reference thereto.


 






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Article
9

Miscellaneous


 


Section 9.01.Notices. Each
notice, request or other communication given hereunder shall be given in accordance with Section 9.01 of the Credit Agreement
and shall be addressed, (a)  if to the Borrower, the Collateral Agent or any other Secured Creditor, to such address as
such Person shall have specified in the Credit Agreement and (b)  if to any Assignor other than the Borrower, in the care of
the Borrower to such address as the Borrower shall have specified in the Credit Agreement, or in each case to such other
address or addressed to such other individual as shall have been furnished in writing by any Person described above to the
party required to give notice hereunder.


 


Section 9.02.Waiver; Amendment. Except as provided in Sections 9.08 and
9.12, none of the terms and conditions of this Agreement or any other Security Document may be changed, waived, modified or
varied in any manner whatsoever unless in writing duly signed by each Assignor directly affected thereby (it being understood
that the addition or release of any Assignor hereunder shall not constitute a change, waiver, discharge or termination
affecting any Assignor other than the Assignor so added or released) and the Collateral Agent (with the written consent of
the Required Lenders or such other number or percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 9.08 of the Credit Agreement).


 


Section 9.03.Obligations Absolute. The obligations of each
Assignor hereunder shall remain in full force and effect without regard to, and shall not be impaired by,(a)  any bankruptcy,
insolvency, reorganization, arrangement, readjustment, composition, liquidation or the like of such Assignor; (b) any
exercise or non-exercise, or any waiver of, any right, remedy, power or privilege under or in respect of this Agreement or
any other Credit Document; or (c) any amendment to or modification of any Credit Document or any security for any of the
Secured Obligations; whether or not such Assignor shall have notice or knowledge of any of the foregoing.


 


Section
9.04.Successors and Assigns. This Agreement shall create a continuing security interest in the Collateral and
shall (a) remain in full force and effect, subject to release and/or termination as set forth in Section 9.08, (b) be
binding upon each Assignor, its successors and assigns; provided, however, that no Assignor shall assign any of its
rights or obligations hereunder without the prior written consent of the Collateral Agent (with the written consent of the
Required Lenders or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided
in Section 9.08 of the Credit Agreement), and (c) inure, together with the rights and remedies of the Collateral Agent
hereunder, to the benefit of the Collateral Agent, the other Secured Creditors and their respective successors, transferees
and assigns. All agreements, statements, representations and warranties made by each Assignor herein or in any certificate or
other instrument delivered by such Assignor or on its behalf under this Agreement shall be considered to have been relied
upon by the Secured Creditors and shall survive the execution and delivery of this Agreement and the other Credit Documents
regardless of any investigation made by the Secured Creditors or on their behalf.  


 






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Section 9.05.Headings Descriptive.
The headings of the several sections of this Agreement are inserted for convenience only and shall not in any way affect the meaning
or construction of any provision of this Agreement


 


.Section 9.06.Governing Law; Submission to Jurisdiction; Venue; Waiver
of Jury Trial. (a) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE
WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES). EACH ASSIGNOR 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 NEW YORK CITY, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION
OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER CREDIT DOCUMENTS, OR FOR RECOGNITION OR ENFORCEMENT OF
ANY JUDGMENT, AND EACH OF THE PARTIES HERETO 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 COURT OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL
COURT; PROVIDED THAT SUIT FOR THE RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT OBTAINED IN ANY SUCH NEW YORK STATE OR FEDERAL
COURT MAY BE BROUGHT IN ANY OTHER COURT OF COMPETENT JURISDICTION. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY
SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER
MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT OR
ANY SECURED CREDITOR MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR THE OTHER CREDIT DOCUMENTS
AGAINST ANY ASSIGNOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.


 


(b)EACH ASSIGNOR 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 THE OTHER CREDIT DOCUMENTS IN ANY NEW
YORK STATE OR FEDERAL COURT. EACH OF THE PARTIES HERETO 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 PARTY TO THIS AGREEMENT IRREVOCABLY
CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 9.01. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT
OF ANY PARTY TO THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.


 




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(d)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 CREDIT 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 CREDIT DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.06.


 


Section 9.07.Assignor’s Duties.
It is expressly agreed, anything herein contained to the contrary notwithstanding, that each Assignor shall remain liable to perform
all of the obligations, if any, assumed by it with respect to the Collateral and the Collateral Agent shall not have any obligations
or liabilities with respect to any Collateral by reason of or arising out of this Agreement, nor shall the Collateral Agent be
required or obligated in any manner to perform or fulfill any of the obligations of any Assignor under or with respect to any Collateral.


 


Section
9.08.Termination; Release. (a) After the Termination Date, this Agreement shall immediately and automatically terminate
(provided that all indemnities set forth herein including, without limitation in Section 7.01 hereof, shall survive such termination)
and the Collateral Agent, at the request and expense of the respective Assignor, will promptly execute and deliver to such Assignor
a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction
and termination of this Agreement, and will duly release from the security interest created hereby and assign, transfer and deliver
to such Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession
of the Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used
in this Agreement, “Termination Date” shall mean the date upon which all Commitments under the Credit Agreement
have been terminated, no Note under the Credit Agreement is outstanding and all Loans thereunder have been repaid in full in cash
and all Secured Obligations (other than contingent indemnification and cost reimbursement obligations for which no claim has been
made) then due and payable have been paid in full in cash.


 


(b)In the event that any part of
the Collateral is sold or otherwise disposed of (to a Person other than a Credit Party) at any time prior to the Termination
Date, in connection with a sale or disposition not prohibited by the Credit Agreement or is otherwise released at the
direction of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 9.08 of the Credit Agreement), and, in the case of a sale or disposition, the proceeds
from such sale or disposition are applied in accordance with the terms of the Credit Agreement to the extent required to be
so applied, the Collateral Agent, at the request and expense of such Assignor, will duly release from the security interest
created hereby (and will execute and deliver such documentation, including termination or partial release statements and the
like in connection therewith) and assign, transfer and deliver to such Assignor (without recourse and without any
representation or warranty) such of the Collateral as is then being (or has been) so sold or otherwise disposed of, or
released, and as may be in the possession of the Collateral Agent and has not theretofore been released pursuant to this
Agreement. Furthermore, upon the release of any Guarantor from the Guaranty in accordance with the provisions thereof, such
Assignor (and the Collateral at such time assigned by the respective Assignor pursuant hereto) shall be released from
this Agreement without any further action hereunder and the Collateral Agent is authorized and directed to execute and
deliver such instruments of release as provided in this Section 9.08(b) Section 9.08(b). The Collateral Agent shall have no
liability whatsoever to any other Secured Creditor as a result of the release of any Assignor by it in accordance with (or
which the Collateral Agent believes in good faith to be in accordance with) this Section 9.08(b).


 




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(c)At any time that an Assignor desires
that the Collateral Agent take any action to acknowledge or give effect to any release of Collateral pursuant to the foregoing
Section 9.08(a) or (b), such Assignor shall deliver to the Collateral Agent a certificate signed by a principal executive officer
of such Assignor stating that the release of the respective Collateral is permitted pursuant to such Section 9.08(a) or (b). At
any time that the Borrower or the respective Assignor desires that a Subsidiary of the Borrower which has been released from the
Guaranty be released hereunder as provided in the last sentence of Section 9.08(b), it shall deliver to the Collateral Agent a
certificate signed by a principal executive officer of the Borrower and the respective Assignor stating that the release of the
respective Assignor (and its Collateral) is permitted pursuant to such Section 9.08(b).


 


Section 9.09.Counterparts. This
Agreement may be executed in any number of counterparts (including by facsimile or other form of electronic transmission) and by
the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all
of which shall together constitute one and the same instrument. A set of counterparts executed by all the parties hereto shall
be lodged with the Borrower and the Collateral Agent.


 


Section 9.10.Severability. Any provision of this Agreement which
is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition
or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


Section 9.11.The Collateral Agent
and the Other Secured Creditors. (a) The Collateral Agent will hold in accordance with this Agreement all items of the Collateral
at any time received under this Agreement. It is expressly understood and agreed that the obligations of the Collateral Agent as
holder of the Collateral and interests therein and with respect to the disposition thereof, and otherwise under this Agreement,
are only those expressly set forth in this Agreement and in Article 8 of the Credit Agreement. The Collateral Agent shall act hereunder
on the terms and conditions set forth herein and in Article 8 of the Credit Agreement.


 






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(b)Beyond the exercise of reasonable
care in the custody and preservation thereof, the Collateral Agent will have no duty as to any Collateral in its possession or
control or in the possession or control of any sub-agent or bailee or any income therefrom or as to the preservation of rights
against prior parties or any other rights pertaining thereto. The Collateral Agent will be deemed to have exercised reasonable
care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially
equal to that which it accords its own property, and will not be liable or responsible for any loss or damage to any Collateral,
or for any diminution in the value thereof, by reason of any act or omission of any sub-agent or bailee selected by the Collateral
Agent in good faith, except to the extent that such liability arises from the Collateral Agent’s gross negligence, bad faith
or willful misconduct. The Collateral Agent shall not be responsible for the existence, genuineness or value of any Collateral
or for the validity, perfection, priority or enforceability of any security interest granted herein, whether impaired by operation
of law or by reason of any action or omission to act on its part under any Credit Document.


 


Section 9.12.Additional
Assignors. It is understood and agreed that any Guarantor that desires to become an Assignor hereunder, or is required to
become a party to this Agreement after the date hereof pursuant to the requirements of the Credit Agreement or any other Credit
Document, shall become an Assignor hereunder by (x) executing a counterpart hereof and delivering same to the Collateral Agent
or by executing a Security Agreement Supplement and delivering same to the Collateral Agent, (y) delivering supplements to Schedules
1 and 2 hereto as are necessary to cause such Schedules to be complete and accurate with respect to such additional Assignor on
such date and (z) taking all actions as specified in this Agreement as would have been taken by such Assignor had it been an original
party to this Agreement, in each case with all documents required above to be delivered to the Collateral Agent and with all documents
and actions required above to be taken to the reasonable satisfaction of the Collateral Agent.


 


Article
10

Guaranty


 


Section 10.01.Guaranty. (a) Each
Guarantor, jointly and severally, irrevocably, absolutely and unconditionally guarantees as a primary obligor and not merely as
surety (with respect to each Guarantor, its “Guaranty”) to the Secured Creditors the full and prompt payment
when due (whether at the stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) of (x) the principal
of, premium, if any, and interest on the Notes issued by, and the Loans made to, the Borrower under the Credit Agreement, (y) all
other obligations (other than Excluded Swap Obligations) (including, without limitation, obligations which, but for the automatic
stay under Section 362(a) of the Bankruptcy Code, would become due), liabilities and indebtedness owing by the Borrower to the
Secured Creditors under each Credit Document to which the Borrower is a party (including, without limitation, indemnities, Fees,
expenses and interest thereon (including, without limitation, any interest accruing after the commencement of any case, proceeding
or other action relating to the bankruptcy, insolvency, receivership, reorganization or similar proceeding of any Guarantor (or
which would accrue but for the operation of applicable bankruptcy or insolvency laws) at the rate provided for in the Credit Agreement,
whether or not such interest is an allowed or allowable claim in any such proceeding)), whether now existing or hereafter incurred
under, arising out of or in connection with each such Credit Document and the due performance and compliance by the Borrower with
all of the terms, conditions, covenants and agreements contained in all such Credit Documents and (z) any renewals, refinancings
or extensions of any of all the foregoing (all such principal, premium, interest, liabilities, indebtedness and other obligations
being herein collectively called the “Guaranteed Obligations”). 


 






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As used herein, the term “Guaranteed
Party” shall mean Holdings, the Borrower and each Subsidiary of the Borrower. As used herein, the term “Qualified
ECP Guarantor” shall mean, in respect of any Swap Obligation, each Guarantor that has total assets exceeding $10,000,000
at the time the relevant Guaranty or grant of the relevant security interest, as applicable, becomes effective with respect to
such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange
Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant”
at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. Each Guarantor understands,
agrees and confirms that the Secured Creditors may enforce this Guaranty up to the full amount of the Guaranteed Obligations against
such Guarantor without proceeding against any other Guarantor, the Borrower or any other Guaranteed Party, or against any security
for the Guaranteed Obligations, or under any other guaranty covering all or a portion of the Guaranteed Obligations. This Guaranty
is a guaranty of prompt payment and performance and not of collection.


 


(b)Additionally, each Guarantor, jointly
and severally, unconditionally, absolutely and irrevocably, guarantees the payment of any and all Guaranteed Obligations whether
or not due or payable by the Borrower or any other Guaranteed Party upon the occurrence in respect of the Borrower or any other
Guaranteed Party of any of the events specified in Section 7.01(e) of the Credit Agreement, and unconditionally, absolutely and
irrevocably, jointly and severally, promises to pay such Guaranteed Obligations to the Secured Creditors, or order, on demand.


 


Section 10.02.Liability of Guarantors
Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive
and independent of any security for or other guaranty of the indebtedness of the Borrower or any other Guaranteed Party whether
executed by such Guarantor, any other Guarantor, any other guarantor of the Guaranteed Obligations or by any other party, and the
liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever until the
occurrence of the Termination Date, to the extent permitted under applicable law, including, without limitation: (a) any direction
as to application of payment by the Borrower, any other Guaranteed Party or any other party, (b) any other continuing or other
guaranty, undertaking or maximum liability of a Guarantor or of any other party as to the Guaranteed Obligations, (c) any payment
on or in reduction of any such other guaranty or undertaking, (d) any dissolution, termination or increase, decrease or change
in personnel by the Borrower or any other Guaranteed Party, (e) the failure of the Guarantor to receive any benefit from or as
a result of its execution, delivery and performance of this Guaranty, (f) any payment made to any Secured Creditor on the Guaranteed
Obligations which any Secured Creditor repays the Borrower or any other Guaranteed Party pursuant to court order in any bankruptcy,
reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral
or modification of its obligations hereunder by reason of any such proceeding, (g) any action or inaction by the Secured Creditors
as contemplated in Section 10.05, (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the
Guaranteed Obligations or of any security therefor, (i) any extension, renewal, settlement, compromise, waiver or release in
respect of any Guaranteed Obligation by operation of law or otherwise, (j) any modification or amendment of or supplement to the
Credit Agreement or any other Credit Document, (k) any release, impairment, non-perfection or invalidity of any direct or indirect
security for any Guaranteed Obligation, (l) any change in the corporate existence, structure or ownership of the Borrower, any
Guarantor or any other Person or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower,
any Guarantor or any other Person or its assets or any resulting release or discharge of any Guaranteed Obligation, (m) the
existence of any claim, set-off or other rights which a Guarantor may have at any time against the Borrower, any other Guarantor,
the Secured Creditors or any other entity, whether in connection herewith or with any unrelated transactions, provided that nothing
herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim, (n) any invalidity or
unenforceability relating to or against the Borrower or any other Person for any reason of the Credit Agreement or any other Credit
Document or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of principal, premium
or interest on any loan made pursuant to, or any other amount payable pursuant to the Credit Agreement or any other Credit Document,
or (o) any other act or omission to act or delay of any kind by the Borrower, any other Guaranteed Party or any other Person
or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge
of or defense to the Guarantor’s obligations hereunder.


 






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Section 10.03.Obligations of Guarantors
Independent. The obligations of each Guarantor hereunder are independent of the obligations of any other Guarantor, any other
guarantor of the Guaranteed Obligations, the Borrower or any other Guaranteed Party, and a separate action or actions may be brought
and prosecuted against each Guarantor whether or not action is brought against any other Guarantor, any other guarantor of the
Guaranteed Obligations, the Borrower or any other Guaranteed Party and whether or not any other Guarantor, any other guarantor
of the Guaranteed Obligations, the Borrower or any other Guaranteed Party be joined in any such action or actions. Each Guarantor
waives (to the fullest extent permitted by applicable law) the benefits of any statute of limitations affecting its liability hereunder
or the enforcement thereof. Any payment by the Borrower or any other Guaranteed Party or other circumstance which operates to toll
any statute of limitations as to the Borrower or such other Guaranteed Party shall operate to toll the statute of limitations as
to each Guarantor.


 




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Section 10.04.Waivers by Guarantors.
(a) Each Guarantor hereby waives (to the fullest extent permitted by applicable law) notice of acceptance of this Guaranty and
notice of the existence, creation or incurrence of any new or additional liability which becomes part of the Guaranteed Obligations,
and waives promptness, diligence, presentment, demand of payment, demand for performance, protest, notice of dishonor or nonpayment
of any such liabilities, suit or taking of other action by the Administrative Agent or any other Secured Creditor against, and
any other notice to, any party liable thereon (including such Guarantor, any other Guarantor, any other guarantor of the Guaranteed
Obligations, the Borrower or any other Guaranteed Party) and each Guarantor further hereby waives any and all notice of the creation,
renewal, extension or accrual of any of the Guaranteed Obligations and notice or proof of reliance by any Secured Creditor upon
this Guaranty, and the Guaranteed Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed,
extended, amended, modified, supplemented or waived, in reliance upon this Guaranty.


 


(b)Each Guarantor waives any right to require
the Secured Creditors to: (i) proceed against the Borrower, any other Guaranteed Party, any other Guarantor, any other guarantor
of the Guaranteed Obligations or any other party; (ii) proceed against or exhaust any security held from the Borrower, any other
Guaranteed Party, any other Guarantor, any other guarantor of the Guaranteed Obligations or any other party; or (iii) pursue
any other remedy in the Secured Creditors’ power whatsoever. Each Guarantor waives any defense based on or arising out of
any defense of the Borrower, any other Guaranteed Party, any other Guarantor, any other guarantor of the Guaranteed Obligations
or any other party (other than (w) payment in full in cash of the Guaranteed Obligations, (y) for failure to provide any notice
required to be delivered to the Guarantors pursuant to the Credit Documents or applicable law, (x) that an Event of Default does
not exist or (z) that no Guaranteed Obligations are yet due and payable), including, without limitation, any defense based on or
arising out of the disability of the Borrower, any other Guaranteed Party, any other Guarantor, any other guarantor of the Guaranteed
Obligations or any other party, or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the
cessation from any cause of the liability of the Borrower or any other Guaranteed Party other than payment in full in cash of the
Guaranteed Obligations (other than contingent indemnification and cost reimbursement obligations for which no claim has been made).
The Secured Creditors may, at their election, foreclose on any collateral serving as security held by the Administrative Agent,
the Collateral Agent or the other Secured Creditors by one or more judicial or nonjudicial sales, whether or not every aspect of
any such sale is commercially reasonable (to the extent such sale is permitted by applicable law), or exercise any other right
or remedy the Secured Creditors may have against the Borrower, any other Guaranteed Party or any other party, or any security,
without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Guaranteed Obligations
have been paid in full in cash (other than contingent indemnification and cost reimbursement obligations for which no claim has
been made). Each Guarantor waives any defense arising out of any such election by the Secured Creditors, even though such election
operates to impair or extinguish any right of reimbursement, contribution, indemnification or subrogation or other right or remedy
of such Guarantor against the Borrower, any other Guaranteed Party, any other guarantor of the Guaranteed Obligations or any other
party or any security.


 




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(c)Each Guarantor has knowledge and
assumes all responsibility for being and keeping itself informed of the Borrower’s, each other Guaranteed Party’s and
each other Guarantor’s financial condition, affairs and assets, and of all other circumstances bearing upon the risk of nonpayment
of the Guaranteed Obligations and the nature, scope and extent of the risks which such Guarantor assumes and incurs hereunder,
and has adequate means to obtain from the Borrower, each other Guaranteed Party and each other Guarantor on an ongoing basis information
relating thereto and the Borrower’s, each other Guaranteed Party’s and each other Guarantor’s ability to pay
and perform its respective Guaranteed Obligations, and agrees to assume the responsibility for keeping, and to keep, so informed
for so long as this Guaranty is in effect. Each Guarantor acknowledges and agrees that (x) the Secured Creditors shall have no
obligation to investigate the financial condition or affairs of the Borrower, any other Guaranteed Party or any other Guarantor
for the benefit of such Guarantor nor to advise such Guarantor of any fact respecting, or any change in, the financial condition,
assets or affairs of the Borrower, any other Guaranteed Party or any other Guarantor that might become known to any Secured Creditor
at any time, whether or not such Secured Creditor knows or believes or has reason to know or believe that any such fact or change
is unknown to such Guarantor, or might (or does) increase the risk of such Guarantor as guarantor hereunder, or might (or would)
affect the willingness of such Guarantor to continue as a guarantor of the Guaranteed Obligations hereunder and (y) the Secured
Creditors shall have no duty to advise any Guarantor of information known to them regarding any of the aforementioned circumstances
or risks.


 


(d)Each Guarantor hereby acknowledges
and agrees that no Secured Creditor nor any other Person shall be under any obligation (i) to marshal any assets in favor of such
Guarantor or in payment of any or all of the liabilities of any Guaranteed Party under the Credit Documents or the obligation of
such Guarantor hereunder or (ii) to pursue any other remedy that such Guarantor may or may not be able to pursue itself any right
to which such Guarantor hereby waives.


 


(e)Each Guarantor warrants and agrees
that each of the waivers set forth in Section 10.03 and in this Section 10.04 is made with full knowledge of its significance and
consequences and that if any of such waivers are determined to be contrary to any applicable law or public policy, such waivers
shall be effective only to the maximum extent permitted by applicable law.


 


Section 10.05.Rights of Secured Creditors.
Subject to Section 10.04 and 10.14 hereof, any Secured Creditor or the Collateral Agent (as applicable) may (except as shall be
required by applicable statute and cannot be waived) at any time and from time to time without the consent of, or notice to, any
Guarantor, without incurring responsibility to such Guarantor, without impairing or releasing the obligations or liabilities of
such Guarantor hereunder, upon or without any terms or conditions and in whole or in part: 


 






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(a)change the manner, place or terms
of payment of, and/or change, increase or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed
Obligations (including, without limitation, any increase or decrease in the rate of interest thereon or the principal amount thereof),
any security therefor, or any liability incurred directly or indirectly in respect thereof, and the guaranty herein made shall
apply to the Guaranteed Obligations as so changed, extended, increased, accelerated, renewed or altered;


 


(b)exercise or refrain from exercising
any rights against the Borrower, any other Guaranteed Party, any other Credit Party, any Subsidiary thereof, any other guarantor
of the Borrower or others or otherwise act or refrain from acting;


 


(c)release or substitute any one or
more endorsers, Guarantors, other guarantors, the Borrower, any other Guaranteed Party or other obligors;


 


(d)settle or compromise any of the
Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly
in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether
due or not) of the Borrower or any other Guaranteed Party to creditors of the Borrower or such other Guaranteed Party other than
the Secured Creditors;


 


(e)apply any sums by whomsoever paid
or howsoever realized to any liability or liabilities of the Borrower or any other Guaranteed Party to the Secured Creditors regardless
of what liabilities of the Borrower or such other Guaranteed Party remain unpaid;


 


(f)consent to or waive any breach of,
or any act, omission or default under, any of the Credit Documents or any of the instruments or agreements referred to therein,
or otherwise amend, modify or supplement any of the Credit Documents or any of such other instruments or agreements;


 


(g)act or fail to act in any manner
which may deprive such Guarantor of its right to subrogation against the Borrower or any other Guaranteed Party to recover full
indemnity for any payments made pursuant to this Guaranty; and/or


 


(h)take any other action or omit to
take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge
of such Guarantor from its liabilities under this Guaranty (including, without limitation, any action or omission whatsoever that
might otherwise vary the risk of such Guarantor or constitute a legal or equitable defense to or discharge of the liabilities of
a guarantor or surety or that might otherwise limit recourse against such Guarantor).


 


No invalidity, illegality, irregularity
or unenforceability of all or any part of the Guaranteed Obligations, the Credit Documents or any other agreement or instrument
relating to the Guaranteed Obligations or of any security or guarantee therefor shall affect, impair or be a defense to this Guaranty,
and this Guaranty shall be primary, absolute and unconditional notwithstanding the occurrence of any event or the existence of
any other circumstances which might constitute a legal or equitable discharge of a surety or guarantor except payment in full in
cash of the Guaranteed Obligations (other than contingent indemnification and cost reimbursement obligations for which no claim
has been made).


 




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Section 10.06.Continuing Guaranty.
This Guaranty is a continuing one, shall be binding on each Guarantor and its successors and assigns, and all liabilities to which
it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. No failure
or delay on the part of any Secured Creditor in exercising any right, power or privilege hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof
or the exercise of any other right, power or privilege. The rights and remedies herein expressly specified are cumulative and not
exclusive of any rights or remedies which any Secured Creditor would otherwise have. No notice to or demand on any Guarantor in
any case shall entitle such Guarantor to any other further notice or demand in similar or other circumstances or constitute a waiver
of the rights of any Secured Creditor to any other or further action in any circumstances without notice or demand. It is not necessary
for any Secured Creditor to inquire into the capacity or powers of the Borrower or any other Guaranteed Party or the officers,
directors, partners or agents acting or purporting to act on its or their behalf, and any indebtedness made or created in reliance
upon the professed exercise of such powers shall be guaranteed hereunder.


 


Section 10.07.Release of Guaranty.
The Guarantors’ obligations hereunder shall be released immediately and automatically on the Termination Date. If at any
time any payment of any Guaranteed Obligation is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy
or reorganization of the Borrower or otherwise, the Guarantors’ obligations hereunder with respect to such payment shall
be reinstated as though such payment had been due but not made at such time.


 


Section 10.08.Subordination of Indebtedness
held by Guarantors. Any indebtedness or other obligations of the Borrower or any other Guaranteed Party now or hereafter held
by, or owing to, any Guarantor is hereby subordinated to the indebtedness and other obligations of the Borrower or such other Guaranteed
Party held by, or owing to, the Secured Creditors; and such indebtedness and other obligations of the Borrower or such other Guaranteed
Party held by, or owing to, any Guarantor, if the Administrative Agent or the Collateral Agent, after an Event of Default has occurred
and is continuing, so requests in writing, shall be collected, enforced and received by such Guarantor as trustee for the Secured
Creditors and be paid over to the Secured Creditors on account of the indebtedness and other obligations of the Borrower or such
other Guaranteed Party to the Secured Creditors, but without affecting or impairing in any manner the liability of such Guarantor
under the other provisions of this Guaranty. Prior to the transfer by any Guarantor of any note or negotiable instrument evidencing
any indebtedness or other obligations of the Borrower or any other Guaranteed Party to such Guarantor, such Guarantor shall mark
such note or negotiable instrument with a legend that the same is subject to this subordination. Without limiting the generality
of the foregoing, each Guarantor hereby agrees with the Secured Creditors that it will not exercise any right of subrogation which
it may at any time otherwise have as a result of this Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or
otherwise) until the Termination Date has occurred; provided, that if any amount shall be paid to such Guarantor on account
of such subrogation rights at any time prior to the occurrence of the Termination Date, such amount shall be held in trust for
the benefit of the Secured Creditors and shall forthwith be paid to the Secured Creditors to be credited and applied upon the Guaranteed
Obligations, whether matured or unmatured, in accordance with the terms of the Credit Documents or, if the Credit Documents do
not provide for the application of such amount, to be held by the Secured Creditors as collateral security for any Guaranteed Obligations
thereafter existing.


 




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Section 10.09.Stay of Acceleration.
If acceleration of the time for payment of any Guaranteed Obligation is stayed upon the insolvency, bankruptcy or reorganization
of the Borrower or otherwise, all Guaranteed Obligations otherwise subject to acceleration under the terms of the Credit Agreement
shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent.


 


Section 10.10.Representations, Warranties
and Covenants of Guarantors. In order to induce the Lenders to make Loans to the Borrower pursuant to the Credit Agreement,
each Guarantor represents, warrants and covenants that:


 


(a)such Guarantor (i) is a duly organized
and validly existing Company, in good standing under the laws of the jurisdiction of its organization, (ii) has the Company power
and authority to own its property and assets and to transact the business in which it is engaged and presently proposes to engage
and (iii) is duly qualified and is authorized to do business and is in good standing in each jurisdiction where the nature of its
business requires such qualification, except to the extent all failures with respect to the foregoing clauses (i), (ii) and (iii)
could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;


 


(b)such Guarantor has the Company power
and authority to execute, deliver and perform its obligations under this Guaranty and each other Credit Document to which it is
a party and has taken all necessary Company action to authorize the execution, delivery and performance by it of this Guaranty
and each such other Credit Document;


 


(c)such Guarantor has duly executed
and delivered this Guaranty and each other Credit Document to which it is a party, and this Guaranty and each such other Credit
Document constitutes the legal, valid and binding obligation of such Guarantor enforceable in accordance with its terms, except
to the extent that the enforceability hereof or thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement
is sought in equity or at law);


 




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(d)neither the execution, delivery
or performance by such Guarantor of this Guaranty or any other Credit Document to which it is a party, nor compliance by it with
the terms and provisions hereof and thereof, will (i) except as would not reasonably be expected to have a Material Adverse Effect,
contravene or violate any provision of any applicable law, statute, rule or regulation or any order, writ, injunction or decree
of any court or Governmental Authority, (ii) except as would not reasonably be expected to have a Material Adverse Effect, conflict
with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result
in the creation or imposition of (or the obligation to create or impose) any Lien (except pursuant to the Security Documents) upon
any portion of the property or assets of such Guarantor or any of its Subsidiaries pursuant to the terms of any material indenture,
mortgage, deed of trust, loan agreement, credit agreement, or any other material agreement, contract or instrument to which such
Guarantor or any of its Subsidiaries is a party or by which it or any of its property or assets is bound or to which it may be
subject or (iii) violate any provision of the certificate or articles of incorporation, by-laws, partnership agreement or limited
liability company agreement (or equivalent organizational documents), as the case may be, of such Guarantor or any of its Subsidiaries;


 


(e)except as could not reasonably be
expected to have a Material Adverse Effect, no order, consent, approval, license, authorization or validation of, or filing, recording
or registration with (except for (x) those that have otherwise been obtained or made on or prior to the Closing Date and which
remain in full force and effect on the Closing Date and (y) filings which are necessary to perfect the security interests or liens
created under the Security Documents), or exemption by, any Governmental Authority is required to be obtained or made by, or on
behalf of, such Guarantor to authorize, or is required in connection with, (i) the execution, delivery and performance of this
Guaranty by such Guarantor or any other Credit Document to which such Guarantor is a party or (ii) the legality, validity,
binding effect or enforceability of this Guaranty or any other Credit Document to which such Guarantor is a party;


 


(f)there are no actions, suits or proceedings
pending or, to such Guarantor’s knowledge, threatened in writing (i) with respect to this Guaranty or any other Credit Document
to which such Guarantor is a party or (ii) with respect to such Guarantor or any of its Subsidiaries that, either individually
or in the aggregate, have had, or could reasonably be expected to have, a Material Adverse Effect;


 


(g)until the occurrence of the Termination
Date, such Guarantor will comply, and will cause each of its Subsidiaries to comply, with all of the applicable provisions, covenants
and agreements contained in Articles 5 and 6 of the Credit Agreement, and will take, or will refrain from taking, as the case may
be, all actions that are necessary to be taken or not taken under Articles 5 and 6 of the Credit Agreement so that no Default or
Event of Default is caused by the actions of such Guarantor or any of its Subsidiaries; and


 


(h)an executed (or conformed) copy
of each of the Credit Documents has been made available to a senior officer of such Guarantor and such officer is familiar with
the contents thereof.


 




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Section 10.11.Expenses. The Guarantors
hereby jointly and severally agree to pay all reasonable invoiced out-of-pocket costs and expenses of the Collateral Agent, the
Administrative Agent and each other Secured Creditor in connection with the enforcement of this Guaranty and the protection of
the Secured Creditors’ rights hereunder and any amendment, waiver or consent relating hereto (including, in each case, without
limitation, the reasonable invoiced fees and disbursements of counsel employed by the Collateral Agent, the Administrative Agent
and each other Secured Creditor), in each case solely to the extent required under and on the terms set forth in Section 9.05 of
the Credit Agreement.


 


Section 10.12.Benefit and Binding
Effect. This Guaranty shall be binding upon each Guarantor and its successors and assigns and shall inure to the benefit of
the Secured Creditors and their successors and assigns.


 


Section 10.13.Set-Off. If an
Event of Default shall have occurred and be continuing, each Secured Creditor is hereby authorized at any time and from time to
time, except to the extent prohibited by law, without presentment, demand, protest or other notice of any kind to any Guarantor
or to any other Person, any such notice being hereby expressly waived, to set off and apply any and all deposits (general or special,
time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Secured Creditor (including,
without limitation, by branches and agencies of such Secured Creditor wherever located) to or for the credit or the account of
any Guarantor (for the avoidance of doubt, excluding any deposits held by such Guarantor in a custodial account for the benefit
of a third party) against any of and all the obligations of such Guarantor now or hereafter existing under this Agreement and other
Credit Documents held by such Secured Creditor, irrespective of whether or not such Secured Creditor shall have made any demand
under this Agreement or such other Credit Document and although such obligations may be unmatured. The rights of each Secured Creditor
under this ‎Section 10.13 are in addition to other rights and remedies (including
other rights of setoff) which such Secured Creditor may have. Each Secured Creditor (by its acceptance of the benefits hereof)
acknowledges and agrees that the provisions of this Section 10.13 are subject to the sharing and Defaulting Lender provisions set
forth in Sections 2.18 and 2.22 of the Credit Agreement.


 


Section 10.14.Reinstatement.
If any claim is ever made upon any Secured Creditor for repayment or recovery of any amount or amounts received in payment or on
account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i)
any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or
(ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including, without limitation,
the Borrower or any other Guaranteed Party), then and in such event each Guarantor agrees that any such judgment, decree, order,
settlement or compromise shall be binding upon such Guarantor, notwithstanding any revocation hereof or the cancellation of any
Note or any other instrument evidencing any liability of the Borrower or any other Guaranteed Party, and such Guarantor shall be
and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount
had never originally been received by any such payee.


 




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Section 10.15.Release of Liability
of Guarantor. In the event that any of the Guarantors (other than Holdings) ceases to be a Subsidiary or becomes an Excluded
Subsidiary (or a release of a Guarantor has been approved in writing by the Required Lenders (or such other number or percentage
of the Lenders as shall be necessary under the circumstances as provided in Section 9.08 of the Credit Agreement)), such Guarantor
shall, upon ceasing to be a Subsidiary or becoming an Excluded Subsidiary or the effectiveness of such approval, be released from
this Guaranty and all obligations hereunder immediately and automatically and without further action and this Guaranty and all
obligations hereunder shall, as to each such Guarantor or Guarantors, terminate, and have no further force or effect.


 


Section 10.16.Contribution. At
any time a payment in respect of the Guaranteed Obligations is made under this Guaranty, the right of contribution of each Guarantor
against each other Guarantor shall be determined as provided in the immediately following sentence, with the right of contribution
of each Guarantor to be revised and restated as of each date on which a payment (a “Relevant Payment”) is made
on the Guaranteed Obligations under this Guaranty. At any time that a Relevant Payment is made by a Guarantor that results in the
aggregate payments made by such Guarantor in respect of the Guaranteed Obligations to and including the date of the Relevant Payment
exceeding such Guarantor’s Contribution Percentage (as defined below) of the aggregate payments made by all Guarantors in
respect of the Guaranteed Obligations to and including the date of the Relevant Payment (such excess, the “Aggregate Excess
Amount”), each such Guarantor shall have a right of contribution against each other Guarantor who has made payments in
respect of the Guaranteed Obligations to and including the date of the Relevant Payment in an aggregate amount less than such other
Guarantor’s Contribution Percentage of the aggregate payments made to and including the date of the Relevant Payment by all
Guarantors in respect of the Guaranteed Obligations (the aggregate amount of such deficit, the “Aggregate Deficit Amount”)
in an amount equal to (x) a fraction the numerator of which is the Aggregate Excess Amount of such Guarantor and the denominator
of which is the Aggregate Excess Amount of all Guarantors multiplied by (y) the Aggregate Deficit Amount of such other Guarantor.
A Guarantor’s right of contribution pursuant to the preceding sentences shall arise at the time of each computation, subject
to adjustment to the time of each computation; provided that no Guarantor may take any action to enforce such right until the Termination
Date has occurred, it being expressly recognized and agreed by all parties hereto that any Guarantor’s right of contribution
arising pursuant to this Section 10.16 against any other Guarantor shall be expressly junior and subordinate to such other Guarantor’s
obligations and liabilities in respect of the Guaranteed Obligations and any other obligations owing under this Guaranty. As used
in this Section 10.16: (i) each Guarantor’s “Contribution Percentage” shall mean the percentage obtained
by dividing (x) the Adjusted Net Worth (as defined below) of such Guarantor by (y) the aggregate Adjusted Net Worth of all Guarantors;
(ii) the “Adjusted Net Worth” of each Guarantor shall mean the greater of (x) the Net Worth (as defined below)
of such Guarantor and (y) zero; and (iii) the “Net Worth” of each Guarantor shall mean the amount by which the
fair saleable value of such Guarantor’s assets on the date of any Relevant Payment exceeds its existing debts and other liabilities
(including contingent liabilities, but without giving effect to any Guaranteed Obligations arising under this Guaranty) on such
date. Notwithstanding anything to the contrary contained above, any Guarantor that is released from this Guaranty pursuant to Section
10.15 hereof shall thereafter have no contribution obligations, or rights, pursuant to this Section 10.16, and at the time of any
such release, if the released Guarantor had an Aggregate Excess Amount or an Aggregate Deficit Amount, same shall be deemed reduced
to $0, and the contribution rights and obligations of the remaining Guarantors shall be recalculated on the respective date of
release (as otherwise provided above) based on the payments made hereunder by the remaining Guarantors. All parties hereto recognize
and agree that, except for any right of contribution arising pursuant to this Section 10.16, each Guarantor who makes any payment
in respect of the Guaranteed Obligations shall have no right of contribution or subrogation against any other Guarantor in respect
of such payment until the occurrence of the Termination Date. Each of the Guarantors recognizes and acknowledges that the rights
to contribution arising hereunder shall constitute an asset in favor of the party entitled to such contribution. In this connection,
each Guarantor has the right to waive its contribution right against any Guarantor to the extent that after giving effect to such
waiver such Guarantor would remain solvent, in the determination of the Required Lenders.


 




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Section 10.17.Limitation on Guaranteed
Obligations. Each Guarantor and each Secured Creditor (by its acceptance of the benefits of this Guaranty) hereby confirms
that it is its intention that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code,
the Uniform Fraudulent Conveyance Act or any similar Federal or state law. To effectuate the foregoing intention, each Guarantor
and each Secured Creditor (by its acceptance of the benefits of this Guaranty) hereby irrevocably agrees that the Guaranteed Obligations
guaranteed by such Guarantor shall be limited to such amount as will, after giving effect to such maximum amount and all other
(contingent or otherwise) liabilities of such Guarantor that are relevant under such laws and after giving effect to any rights
to contribution pursuant to any agreement (including any rights of contribution provided for pursuant to this Guaranty) providing
for an equitable contribution among such Guarantor and the other Guarantors, result in the Guaranteed Obligations of such Guarantor
in respect of such maximum amount not constituting a fraudulent transfer or conveyance.


 


Section 10.18.Payments. All payments
made by any Guarantor hereunder will be made without setoff, counterclaim or other defense and on the same basis as payments are
made by the Borrower under Section 2.19 of the Credit Agreement.


 


Section 10.19.Additional Guarantors.
It is understood and agreed that any Wholly-Owned Domestic Subsidiary of Borrower that is required to execute a counterpart
of this Guaranty after the date hereof pursuant to the Credit Agreement shall become a Guarantor hereunder by (x) executing a counterpart
hereof and delivering same to the Administrative Agent or executing an assumption agreement and delivering same to the Administrative
Agent, in each case as may be requested by (and in form and substance reasonably satisfactory to) the Administrative Agent and
(y) taking all actions as specified in this Guaranty as would have been taken by such Guarantor had it been an original party to
this Guaranty, in each case with all documents and actions required to be taken to the reasonable satisfaction of the Administrative
Agent.


 




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Section 10.20.Keepwell. Each
Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds
or other support as may be needed from time to time by each other Guarantor to honor all of its obligations under this Guaranty
in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.20
for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.20,
or otherwise under this Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not
for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect
until the Termination Date and the repayment, satisfaction or discharge of all other Guaranteed Obligations. Each Qualified ECP
Guarantor intends that this Section 10.20 constitute, and this Section 10.20 shall be deemed to constitute, a “keepwell,
support, or other agreement” for the benefit of each other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the
Commodity Exchange Act..


 


[Remainder of this page
intentionally left blank; signature page follows]


 




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


 


 





 





	 PENNYMAC FINANCIAL SERVICES, INC.,

as an Assignor and a Guarantor


 


PRIVATE NATIONAL MORTGAGE ACCEPTANCE COMPANY, LLC,
 as an Assignor


 


PNMAC CAPITAL MANAGEMENT, LLC,
 as an Assignor and a Guarantor


 


PENNYMAC LOAN SERVICES, LLC,
 as an Assignor and a Guarantor



	 
	PNMAC OPPORTUNITY FUND ASSOCIATES, LLC,

as an Assignor and a Guarantor
	 
	By:	/s/ Pamela Marsh
	 	Name:     Pamela Marsh
	 	Title:     Executive Vice President, Treasurer




 


 


 



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Accepted and Agreed to:


	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Collateral Agent
	 
	By:	/s/ Mikhail Faybusovich
	 	Name:   Mikhail Faybusovich
	 	Title:  Authorized Signatory


 


 


	By:	/s/ Warren Van Heyst
	 	Name:  Warren Van Heyst
	 	Title:  Authorized Signatory


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




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Schedule 1


Chief Executive
Office; Location


	Entity	Chief Executive Office1	
        Prior Chief Executive Office

         

	
        Private National Mortgage Acceptance Company,
        LLC

         
	6101 Condor Drive, Moorpark, CA 93021	
        27001 Agoura Road, Suite 350

        Calabasas, CA 91301

	
        PennyMac Financial Services, Inc.

         
	6101 Condor Drive, Moorpark, CA 93021	N/A
	
        PNMAC Capital Management, LLC

         
	6101 Condor Drive, Moorpark, CA 93021	
        27001 Agoura Road, Suite 350

        Calabasas, CA 91301

	
        PennyMac Loan Services, LLC

         
	6101 Condor Drive, Moorpark, CA 93021	
        27001 Agoura Road, Suite 350

        Calabasas, CA 91301

	
        PNMAC Opportunity Fund Associates, LLC

         
	6101 Condor Drive, Moorpark, CA 93021	
        27001 Agoura Road, Suite 350

        Calabasas, CA 91301

          





 


__________


1 On and after March 14, 2016, each Assignor’s
chief executive office and Location will be 3043 Townsgate Rd., Westlake Village, CA 91361.


 





 



 



    	 



    	 



    

Schedule 2


Legal Names; Type
of Organization; Jurisdiction;

Organizational Identification Numbers; Federal Employer Identification Numbers


	Entity Legal

 Name	Type of 

Organization	Jurisdiction of 

Organization	Organizational

 Identification

 Number	Federal 

Employer

 Identification

 Number
	
        Private National Mortgage Acceptance Company,
        LLC

         
	Limited liability company	Delaware	4487034	26-1740587
	
        PennyMac Financial Services, Inc.

         
	Corporation	Delaware	5268014	80-0882793
	
        PNMAC Capital Management, LLC

         
	Limited liability company	Delaware	4522817	26-2350644
	
        PennyMac Loan Services, LLC

         
	Limited liability company	Delaware	4509384	26-2049351
	
        PNMAC Opportunity Fund Associates, LLC

         
	Limited liability company	Delaware	4522814	26-3052222



 


 


 


 


 






    	 



    	 



    

 


Schedule 3


Specified Contracts


 


		·	Amended and Restated Management Agreement by and among PennyMac Mortgage Investment Trust, PennyMac Operating Partnership,
L.P. and PNMAC Capital Management, LLC dated as of February 1, 2013



 


		·	Investment Management Agreement by and between PNMAC Mortgage Opportunity Fund Investors, LLC and PNMAC Capital Management,
LLC dated August 1, 2008



 


		·	Investment Management Agreement by and between PNMAC Mortgage Opportunity Fund, L.P. and PNMAC Capital Management, LLC dated
as of August 1, 2008 (and amended and restated May 26, 2011)



 


		·	Limited Partnership Agreement of PNMAC Mortgage Opportunity Fund, L.P. dated as of August 1, 2008



 


 


 


 


 


 


 


 


 


 


 


 








    	 



    	 



    

 


Schedule 4


Specified Deposit Accounts


 


 


	Entity	Account Number	
        Depositary Bank

         

	
        Private National Mortgage Acceptance Company,
        LLC

         
	XXXXXX2561	Bank of America, N.A.
	
        PennyMac Financial Services, Inc.

         
	XXXXXX3411	Bank of America, N.A.
	
        PNMAC Capital Management, LLC

         
	XXXXXX7808	Bank of America, N.A.
	
        PennyMac Loan Services, LLC

         
	XXXXXX4258	Bank of America, N.A.
	
        PennyMac Loan Services, LLC

         
	XXXX5974	
        City National Bank