Exhibit 10.12


 


Execution Version


 


PLEDGE AND SECURITY AGREEMENT


 


This PLEDGE AND SECURITY
AGREEMENT (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Security Agreement”)
is entered into as of December 15, 2022 by and among PhenixFIN Corporation, a Delaware corporation (the “Borrower”),
each of the Subsidiaries of Borrower set forth on Exhibit A hereto (the “Loan Guarantors”), and any additional
entities which become parties to this Security Agreement by executing a Security Agreement Supplement hereto in substantially the form
of Annex I hereto (such additional entities, together with the Borrower and the Loan Guarantors, each a “Grantor”,
and collectively, the “Grantors”), and Woodforest National Bank, in its capacity as administrative agent (the “Administrative
Agent”) for the Lenders party to the Credit Agreement referred to below.


 


PRELIMINARY STATEMENT


 


The Borrower, the Loan Guarantors,
the Lenders party thereto and the Administrative Agent are entering into a Credit Agreement dated as of the date hereof (as it may be
amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Each Grantor is
entering into this Security Agreement in order to induce the Lenders to enter into and extend credit to the Borrower under the Credit
Agreement and to secure the Secured Obligations, which each Loan Guarantor has agreed to guarantee pursuant to Article X of the Credit
Agreement.


 


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


 


ARTICLE
I

DEFINITIONS


 


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


 


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


 


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


 


“Accounts”
shall have the meaning set forth in Article 9 of the UCC, and includes all Debt Securities.


 


“Applicable IP Office”
means the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency within or, solely
in the case of Section 4.7, outside the United States.


 


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


 


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


 


“Closing Date”
means the date of the Credit Agreement.


 






     


     


    

 


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


 


“Collateral Report”
means any certificate (including any Borrowing Base Certificate), report or other document delivered by any Grantor to the Administrative
Agent or any Lender, or provided by any Custodian with respect to the Collateral pursuant to any Loan Document or any Custodial Agreement,
and includes without limitation the Asset Database (as defined in the Custodial Agreement).


 


“Commercial Tort
Claims” means the commercial tort claims as defined in Article 9 of the UCC, including each commercial tort claim specifically
described on Exhibit G.


 


“Confirmatory Grant”
shall have the meaning set forth in Section 3.10(e).


 


“Control”
shall have the meaning set forth in Section 8-106 of Article 8 of the UCC or, if applicable, in Section 9-104, 9-105, 9-106 or 9-107
of Article 9 of the UCC.


 


“Control Agreement”
means an agreement, in form and substance satisfactory to the Administrative Agent, among any Grantor, a custodian, securities intermediary
or financial institution holding such Grantor’s Securities Accounts or Deposit Accounts, and the Administrative Agent, pursuant
to which the Administrative Agent shall obtain Control over such Securities Accounts or Deposit Accounts, including without limitation
the Account Control Agreement among the Administrative Agent, the Borrower Grantors, and the Custodian.


 


“Copyrights”
means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to copyrights
and all mask works, database and design rights, whether or not registered or published, all registrations and recordations thereof and
all applications in connection therewith.


 


“Custodial Agreement”
means the Loan Administration and Custodial Agreement dated September 12, 2022, among the Borrower and the Custodian, and any amendment
or replacement thereof.


 


“Custodian”
means Computershare Trust Company, N.A., and all successor or replacement custodians under any Custodial Agreement or otherwise with
respect to any Collateral.


 


“Custody Account”
means Borrower’s securities account number 6355067033 with the Custodian.


 


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


 


“Debt Securities”
has the meaning set forth in the Credit Agreement, and includes all “Loan Assets” as defined in the Custodial Agreement.


 


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


 


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


 


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


 


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


 






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“Excluded Property”
means (a) any and all Excluded Subsidiaries; (b) any bank accounts established by any Grantor used exclusively for payroll, payroll taxes
or employee benefits, escrow, customs, insurance, or fiduciary purposes or compliance with legal requirements; (c) any contract, property
rights, obligation, instrument or agreement to which a Grantor is a party (or to any of its rights or interests thereunder) if the grant
of such security interest would constitute or result in either (i) the abandonment, invalidation or unenforceability of any right, title
or interest of such Grantor therein, (ii) a breach or termination pursuant to the terms of, or a default under, any such contract, property
rights, obligation, instrument or agreement (other than to the extent that any such terms would be rendered ineffective by Section 9-406,
9-407, 9-408 or 9-409 of the Uniform Commercial Code as in effect in the relevant jurisdiction), or (iii) any assets with respect to
which applicable law prohibits the creation or perfection of such security interest therein (other than to the extent that any such prohibition
is rendered ineffective by Section 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code as in effect in the relevant jurisdiction);
and (d) those assets as to which the Administrative Agent shall reasonably determine, that the cost of obtaining a Lien thereon or perfection
thereof are excessive in relation to the benefit to the Secured Parties of the security to be afforded thereby.


 


“Exhibit”
refers to a specific exhibit to this Security Agreement, unless another document is specifically referenced.


 


“Financial Assets”
means shall have the meaning set forth in Article 8 of the UCC.


 


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


 


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


 


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


 


“Industrial Designs”
means all right, title and interest (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to registered
industrial designs and industrial design applications.


 


“Instruments”
shall have the meaning set forth in Article 9 of the UCC, and includes without limitation all promissory notes evidencing any Debt Security.


 


“Intellectual Property”
means all rights, title and interests in or relating to intellectual property and industrial property arising under any Requirement of
Law and all IP Ancillary Rights relating thereto, including all Copyrights, Patents, Industrial Designs, Software, Trademarks, Internet
Domain Names, Trade Secrets and IP Licenses.


 


“Internet Domain
Name” means all right, title and interest (and all related IP Ancillary Rights) arising under any Requirement of Law in or
relating to internet domain names.


 


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


 


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


 


“IP Ancillary Rights”
means, with respect to any Intellectual Property, as applicable, all foreign counterparts to, and all divisionals, reversions, continuations,
continuations-in-part, reissues, reexaminations, renewals and extensions of, such Intellectual Property and all income, royalties, proceeds
and Liabilities at any time due or payable or asserted under or with respect to any of the foregoing or otherwise with respect to such
Intellectual Property throughout the world, including all rights to sue or recover at law or in equity for any past, present or future
infringement, misappropriation, dilution, violation or other impairment thereof, and, in each case, all rights to obtain any other IP
Ancillary Right throughout the world.


 






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“IP License”
means all contractual obligations (and all related IP Ancillary Rights), whether written or oral, granting any right, title and interest
in or relating to any Intellectual Property.


 


“Lenders”
means the lenders party to the Credit Agreement and their successors and assigns.


 


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


 


“Liabilities”
mean all claims, actions, suits, judgments, damages, losses, liability, obligations, responsibilities, fines, penalties, sanctions, costs,
fees, Taxes, commissions, charges, disbursements and expenses (including those incurred upon any appeal or in connection with the preparation
for and/or response to any subpoena or request for document production relating thereto), in each case of any kind or nature (including
interest accrued thereon or as a result thereto and fees, charges and disbursements of financial, legal and other advisors and consultants),
whether joint or several, whether or not indirect, contingent, consequential, actual, punitive, treble or otherwise.


 


“Material Intellectual
Property” means Intellectual Property that is owned by or licensed to a Grantor and material to the conduct of such Grantor’s
business.


 


“Obligor” has
the meaning set forth in the Credit Agreement.


 


“Patents”
mean all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to letters
patent and applications therefor.


 


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


 


“Portfolio Investments”
has the meaning set forth in the Credit Agreement, and includes all Debt Securities.


 


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


 


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


 


“Secured Parties”
shall have the meaning set forth in the Credit Agreement.


 


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


 


“Securities Accounts”
shall have the meaning set forth in Article 8 of the UCC, and includes the Custody Account.


 


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


 


“Software”
means (a) all computer programs, including source code and object code versions, (b) all data, databases and compilations of data, whether
machine readable or otherwise, and (c) all documentation, training materials and configurations related to any of the foregoing.


 


“Security Agreement
Supplement” shall mean any Security Agreement Supplement to this Security Agreement in substantially the form of Annex I
hereto executed by an entity that becomes a Grantor under this Security Agreement after the date hereof.


 






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


 


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


 


“Trade Secrets”
mean all right, title and interest (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to proprietary,
confidential and/or non-public information, however documented, including but not limited to confidential ideas, know-how, concepts,
methods, processes, formulae, reports, data, customer lists, mailing lists, business plans and all other trade secrets.


 


“Trademarks”
mean all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to trademarks,
trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other
source or business identifiers and, in each case, all goodwill associated therewith, all registrations and recordations thereof and all
applications in connection therewith.


 


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


 


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


 


ARTICLE
II

GRANT OF SECURITY INTEREST


 


Section 2.1 Each Grantor
hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Secured Parties, a security
interest in all of its right, title and interest in, to and under all personal property and other assets, whether now owned by or owing
to, or hereafter acquired by or arising in favor of such Grantor (including under any trade name or derivations thereof), and whether
owned or consigned by or to, or leased from or to, such Grantor, and regardless of where located (all of which will be collectively referred
to as the “Collateral”), including:


 


(a) all Accounts;


 


(b) all Chattel Paper;


 


(c) all Copyrights, Patents
and Trademarks;


 


(d) the Custody Account;


 


(e) the Custodial Agreement;


 


(f) all Documents;


 






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(g) all Loan Assets, Debt Securities,
and Portfolio Investments;


 


(h) all Equipment;


 


(i) all Financial Assets;


 


(j) all Fixtures;


 


(k) all General Intangibles;


 


(l) all Goods;


 


(m) all Instruments;


 


(n) all Inventory;


 


(o) all Investment Property;


 


(p) all Receivables;


 


(q) all cash or cash equivalents;


 


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


 


(s) all Deposit Accounts;


 


(t) all Securities Accounts;


 


(u) all Securities Entitlements;


 


(v) all Commercial Tort Claims;
and


 


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


 


provided, however, notwithstanding anything to
the contrary contained in clauses (a) through (w) above, the security interest created by this Agreement shall not extend to, and the
term “Pledged Collateral” shall not include, any Excluded Property; provided that, if any Excluded Property would have otherwise
constituted Collateral, when such property shall cease to be Excluded Property, such property shall be deemed at all times from and after
the date hereof to constitute Collateral;


 


to secure the prompt and complete payment and
performance of the Secured Obligations.


 






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ARTICLE
III

REPRESENTATIONS AND WARRANTIES


 


Each Grantor represents and
warrants, and each Grantor that becomes a party to this Security Agreement pursuant to the execution of a Security Agreement Supplement
represents and warrants (after giving effect to supplements, if any, to each of the Exhibits hereto with respect to such Grantor as attached
to such Security Agreement Supplement), to the Administrative Agent and the Secured Parties that:


 


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


 


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


 


Section 3.3 Principal
Location. Such Grantor’s mailing address and the location of its place of business (if it has only one) or its chief executive
office (if it has more than one place of business), are disclosed in Exhibit A; such Grantor has no other places of business except
those set forth in Exhibit A.


 


Section 3.4 Collateral
Locations. All of such Grantor’s locations where Collateral is located are listed on Exhibit A. All of said locations
are owned by such Grantor except for locations which are leased by the Grantor as lessee and designated in Part VII(b) of Exhibit
A. All Loan Assets, Debt Securities, and Portfolio Investments of all Grantors are held by the Custodian in the Custodial Account
pursuant to the Custodial Agreement. The Asset Database (as defined in the Custodial Agreement), all Loan Assets held in the Custodial
Account, and all promissory notes and other loan document evidencing such Loan Assets are maintained by the Custodian at the location
set forth in the Custodial Agreement.


 


Section 3.5 Deposit Accounts;
Securities Accounts. All of each Grantor’s Deposit Accounts and Securities Accounts are listed on Exhibit B.


 


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


 


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


 






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Section 3.8 Debt Securities.



 


(a) The names of the Obligors,
amounts owing, due dates and other information with respect to its Debt Securities are and will be correctly stated in all records of
such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Administrative Agent by
such Grantor from time to time. As of the time when each Debt Security arises, such Grantor shall be deemed to have represented and warranted
that such Debt Security, and all records relating thereto, are genuine and in all respects what they purport to be. All Debt Securities
are identified on the attached Exhibit E. Grantors will provide an update to such schedule with each Borrowing Base Certificate and each
Compliance Certificate provided pursuant to the Credit Agreement.


 


(b) With respect to its Debt
Securities, except as disclosed on the most recent Collateral Report, (i) all Debt Securities are Eligible Debt Securities; (ii) there
are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor has not made any agreement with any Obligor
for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of
any Obligor from liability therefor, or any deduction therefrom except a allowance allowed by such Grantor in the ordinary course of
its business for prompt payment and disclosed to the Administrative Agent; (iii) to such Grantor’s knowledge, there are no facts,
events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount
payable thereunder as shown on such Grantor’s books and records and any invoices, statements and Collateral Reports with respect
thereto; (iv) such Grantor has not received any notice of proceedings or actions which are threatened or pending against any Obligor
which might result in any adverse change in such Obligor’s financial condition; and (v) such Grantor has no knowledge that any
Obligor has become insolvent or is generally unable to pay its debts as they become due, or is the subject of any insolvency proceeding.


 


(c) In addition, with respect
to all of its Debt Securities, (i) the amounts shown on all Collateral Reports, invoices and statements with respect thereto are actually
and absolutely owing to such Grantor as indicated thereon and are not in any way contingent, and (ii) to such Grantor’s knowledge,
all Obligors have the capacity to contract.


 


Section 3.9 [Section Intentionally
Omitted].


 


Section 3.10 Intellectual
Property.


 


(a) Exhibit D contains
a complete and accurate listing of the following Intellectual Property such Grantor owns, licenses or otherwise has the right to use:
(i) Intellectual Property that is registered or subject to applications for registration, (ii) Internet Domain Names and (iii) Material
Intellectual Property and material Software, separately identifying that owned and licensed to such Grantor and including for each of
the foregoing items (A) the owner, (B) the title, (C) the jurisdiction in which such item has been registered or otherwise arises or
in which an application for registration has been filed, (D) as applicable, the registration or application number and registration or
application date and (E) any IP Licenses or other rights (including franchises) granted by such Grantor with respect thereto. Such Grantor
owns directly or is entitled to use, by license or otherwise, all Intellectual Property necessary for the conduct of such Grantor’s
business as currently conducted. All of the U.S. registrations, applications for registration or applications for issuance of the Intellectual
Property are in good standing and are recorded or in the process of being recorded in the name of such Grantor.


 


(b) On the Effective Date,
all Material Intellectual Property owned by such Grantor is valid, in full force and effect, subsisting, unexpired and enforceable, and
no Material Intellectual Property has been abandoned. No breach or default of any Material License Agreement shall be caused by any of
the following, and none of the following shall limit or impair the ownership, use, validity or enforceability of, or any rights of such
Grantor in, any Material Intellectual Property: (i) the consummation of the transactions contemplated by any Loan Documents or (ii) any
holding, decision, judgment or order rendered by any Governmental Authority. There are no pending (or, to the knowledge of such Grantor,
threatened) actions, investigations, suits, proceedings, audits, claims, demands, orders or disputes challenging the ownership, use,
validity, enforceability of, or such Grantor’s rights in, any Material Intellectual Property of such Grantor. To such Grantor’s
knowledge, no Person has been or is infringing, misappropriating, diluting, violating or otherwise impairing any Intellectual Property
of such Grantor. Such Grantor, and to such Grantor’s knowledge each other party thereto, is not in material breach or default of
any Material License Agreement.


 






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(c) Such Grantor has taken
or caused to be taken steps so that none of its Intellectual Property, the value of which to such Grantor is contingent upon maintenance
of the confidentiality thereof, has been disclosed by such Grantor to any Person other than employees, contractors, customers, representatives
and agents of such Grantor who are parties to customary confidentiality and nondisclosure agreements with such Grantor. Each employee
and contractor of such Grantor involved in development or creation of any Material Intellectual Property has assigned any and all inventions
and ideas of such Person in and to such Intellectual Property to such Grantor.


 


(d) No settlement or consents,
covenants not to sue, nonassertion assurances, or releases have been entered into by such Grantor or exist to which such Grantor is bound
that adversely affect its rights to own or use any Intellectual Property except as could not be reasonably expected to result in a Material
Adverse Effect, in each case individually or in the aggregate.


 


(e) This Security Agreement
is effective to create a valid and continuing Lien on such Copyrights, IP Licenses, Patents and Trademarks and, upon filing with the
Applicable IP Office of the Confirmatory Grant of Security Interest in Copyrights, the Confirmatory Grant of Security Interest in Patents
and the Confirmatory Grant of Security Interest in Trademarks (each, a “Confirmatory Grant”), and the filing of appropriate
financing statements in the jurisdictions listed in Exhibit F hereto, all action necessary or desirable to protect and perfect
the security interest in, to and on such Grantor’s Patents, Trademarks, Copyrights, or IP Licenses have been taken and such perfected
security interest is enforceable as such as against any and all creditors of and purchasers from such Grantor. Such Grantor has no interest
in any Copyright that is necessary in connection with the operation of such Grantor’s business, except for those Copyrights identified
in Exhibit D attached hereto which have been registered with the United States Copyright Office.


 


Section 3.11 Filing Requirements.
None of the Collateral owned by such Grantor is of a type for which security interests or liens may be perfected by filing under
any federal statute except for Patents, Trademarks and Copyrights held by such Grantor and described in Exhibit D.


 


Section 3.12 No Financing
Statements, Security Agreements. No financing statement or security agreement describing all or any portion of the Collateral which
has not lapsed or been terminated (by a filing authorized by the secured party in respect thereof) naming such Grantor as debtor has
been filed or is of record in any jurisdiction except for financing statements or security agreements (a) naming the Administrative Agent
on behalf of the Secured Parties as the secured party and (b) in respect to other Liens permitted under Section 6.02 of the Credit Agreement.


 


Section 3.13 Pledged Collateral.



 


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


 






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


 


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


 


ARTICLE
IV

COVENANTS


 


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


 


Section 4.1 General.


 


(a) Collateral Records.
Such Grantor and the Custodian will maintain complete and accurate books and records with respect to the Collateral owned by such
Grantor, and furnish to the Administrative Agent with sufficient copies for each of the Lenders, all Loan Asset information provided
by Custodian pursuant to the Custodial Agreement, and such other reports and information relating to the Collateral as the Administrative
Agent shall from time to time request.


 


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


 






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


 


(d) Disposition of Collateral.
Such Grantor will not sell, lease or otherwise dispose of the Collateral except for dispositions specifically permitted pursuant
to Section 6.05 of the Credit Agreement.


 


(e) Liens. Such Grantor
will not create, incur, or suffer to exist any Lien on the Collateral except (i) the security interest created by this Security Agreement,
and (ii) other Liens permitted under Section 6.02 of the Credit Agreement.


 


(f) Other Financing Statements.
Such Grantor will not authorize the filing of any financing statement naming it as debtor covering all or any portion of the Collateral
owned by it, except for financing statements (i) naming the Administrative Agent on behalf of the Secured Parties as the secured party,
and (ii) in respect to other Liens permitted under Section 6.02 of the Credit Agreement, unless otherwise permitted under the Credit
Agreement. Such Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement
with respect to any financing statement without the prior written consent of the Administrative Agent, subject to such Grantor’s
rights under Section 9-509(d)(2) of the UCC and the Credit Agreement.


 


(g) [Intentionally omitted].


 


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


 


Section 4.2 Receivables;
Debt Securities.


 


(a) Certain Agreements on
Receivables and Debt Securities. Such Grantor will not make or agree to make any discount, credit, rebate or other reduction in the
original amount owing on a Receivable or any Debt Security or accept in satisfaction of a Receivable or any Debt Security less than the
original amount thereof other than in accordance with the Investment Policies.


 






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


 


(c) Delivery of Invoices.
Such Grantor will deliver to the Administrative Agent immediately upon its request after the occurrence and during the continuation
of an Event of Default duplicate invoices with respect to each Account owned by it bearing such language of assignment as the Administrative
Agent shall specify.


 


(d) Disclosure of Counterclaims
on Receivables or Debt Securities. If (i) any material discount, credit or agreement to make a rebate or to otherwise reduce the
amount owing on any Receivable or any Debt Security owned by such Grantor exists or (ii) if, to the knowledge of such Grantor, any material
dispute, setoff, claim, counterclaim or defense exists or has been asserted or threatened with respect to any such Receivable or Debt
Security, such Grantor will promptly disclose such fact to the Administrative Agent in writing. Such Grantor shall promptly report each
credit memorandum and each of the facts required to be disclosed to the Administrative Agent in accordance with this Section 4.2(d)
on the Borrowing Base Certificates submitted by it.


 


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


 


Section 4.3 Securities
Accounts. Such Grantor shall cause the Custodian and each other custodian, securities intermediary or financial institution holding
such Grantor’s Securities Accounts that are not Excluded Property to enter into a Control Agreement with respect to its Securities
Accounts, which shall (a) establish the Administrative Agent’s Control over and perfect the Administrative Agent’s Lien on
such Securities Accounts and (b) provide for the Custodian, or such other custodian, securities intermediary or financial institution
to waive any Lien or offset right it may have, except to secure customary administrative charges. Upon the occurrence of an Event of
Default, the Administrative Agent may, and at the direction of the Required Lenders will, deliver notice of sole Control to the Custodian
or such other custodian, securities intermediary or financial institution holding such Securities Accounts. Each Grantor irrevocably
waives the right to direct the application of any and all payments and collections at any time received by the Administrative Agent pursuant
to this Section 4.3, and each Grantor does hereby irrevocably agree that the Administrative Agent shall have the continuing exclusive
right to apply and reapply any and all such payments and collections received against the Secured Obligations in accordance with the
Credit Agreement.


 


Section 4.4 Delivery of
Instruments, Securities, Chattel Paper and Documents. Such Grantor will (a) deliver to the Administrative Agent promptly following
execution of this Security Agreement the originals of all Chattel Paper, Securities and Instruments constituting Collateral owned by
it (if any then exist), unless the same is being held by the Custodian, or such other a custodian, securities intermediary or financial
institution and is subject to a Control Agreement, (b) hold in trust for the Administrative Agent upon receipt and immediately thereafter
deliver to the Administrative Agent or to such Custodian any Chattel Paper, Securities and Instruments constituting Collateral, (c) upon
the Administrative Agent’s request, deliver to the Administrative Agent (and thereafter hold in trust for the Administrative Agent
upon receipt and immediately deliver to the Administrative Agent) any Document evidencing or constituting Collateral.


 






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


 


Section 4.6 Pledged Collateral.


 


(a) [Intentionally omitted].


 


(b) [Intentionally omitted].


 


(c) Registration of Pledged
Collateral. During the existence of an Event of Default, such Grantor will permit any registerable Pledged Collateral to be registered
in the name of the Administrative Agent or its nominee at any time at the option of the Required Lenders; provided, that after any such
Event of Default has been waived in accordance with the provisions of the Credit Agreement and to the extent the Administrative Agent
has exercised its rights under this sentence, the Administrative Agent shall, promptly after the reasonable request of the applicable
Grantor(s), cause such Pledged Collateral to be transferred to, or request that such Securities Collateral is registered in the name
of, the applicable Grantor(s) to the extent it or its nominees holds an interest in such Pledged Collateral at such time.


 


(d) Exercise of Rights in
Pledged Collateral.


 


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


 


(ii) Such Grantor will permit
the Administrative Agent or its nominee at any time during the existence of an Event of Default, without notice, to exercise all voting
rights or other rights relating to the Pledged Collateral owned by it, including, without limitation, exchange, subscription or any other
rights, privileges, or options pertaining to any Equity Interest or Investment Property constituting Pledged Collateral as if it were
the absolute owner thereof.


 


(iii) Such Grantor shall
be entitled to collect and receive for its own use all dividends, options, warrants, rights, instruments, distributions, returns of capital
or principal, income, interest, profits and other property interests (debt or equity) or proceeds in respect of the Pledged Collateral
owned by it to the extent not in violation of the Credit Agreement other than distributions paid or payable other than in cash in respect
of such Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange
for, any Pledged Collateral (collectively referred to as the “Excluded Payments”); provided however, that until actually
paid, all rights to such distributions shall remain subject to the Lien created by this Security Agreement; and


 






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


 


Section 4.7 Intellectual
Property.


 


(a) After any change to Exhibit
D (or the information required to be disclosed thereon), the applicable Grantor shall provide the Administrative Agent notification
thereof in the next compliance certificate required to be delivered under the Credit Agreement and the respective Confirmatory Grant
as described in this Section 4.7 and any other documents that Administrative Agent reasonably requests with respect thereto.


 


(b) [Intentionally omitted].


 


(c) Such Grantor shall notify
the Administrative Agent immediately if it knows, or has reason to know, that any application or registration relating to any Patent,
Trademark, Copyright, or other Material Intellectual Property owned by it may become forfeited, misused, unenforceable, abandoned or
dedicated to the public, or of any adverse determination or development regarding the validity or enforceability or Such Grantor’s
ownership of, interest in, right to use, register, own or maintain any Patent, Trademark, Copyright or other Material Intellectual Property
(including the institution of, or any such determination or development in, any proceeding relating to the foregoing in any Applicable
IP Office). Such Grantor shall take all actions that are necessary or reasonably requested by the Administrative Agent to maintain and
pursue each application (and to obtain the relevant registration or recordation) and to maintain each registration and recordation included
in the Material Intellectual Property owned by it.


 


(d) Such Grantor shall not
knowingly do any act or omit to do any act to infringe, misappropriate, dilute, violate or otherwise impair the Intellectual Property
of any other Person.


 


(e) Such Grantor shall execute
and deliver to the Administrative Agent in form and substance reasonably acceptable to the Administrative Agent and suitable for filing
in the Applicable IP Office the respective Confirmatory Grant in form and substance acceptable to the Administrative Agent for all Copyrights,
Trademarks, Patents and Material License Agreements of such Grantor.


 


(f) Such Grantor shall take
all actions necessary or requested by the Administrative Agent to maintain and pursue each application, to obtain the relevant registration
and to maintain the registration of all Material Intellectual Property owned by it (now or hereafter existing), including the filing
of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings.


 


Section 4.8 Commercial
Tort Claims. Such Grantor shall promptly, and in any event within two Business Days after the same is acquired by it, notify the
Administrative Agent of any commercial tort claim (as defined in the UCC) acquired by it and, unless the Administrative Agent otherwise
consents, such Grantor shall enter into an amendment to this Security Agreement, in the form of Exhibit H hereto, granting to
Administrative Agent a first priority security interest in such commercial tort claim.


 






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Section 4.9 Letter-of-Credit
Rights. If such Grantor is or becomes the beneficiary of a letter of credit other than letters of credit representing amounts in
the aggregate for all Grantors of less than $1,000,000.00, it shall promptly, and in any event within two (2) Business Days after becoming
a beneficiary, notify the Administrative Agent thereof and cause the issuer and/or confirmation bank to consent to the assignment of
any Letter-of-Credit Rights to the Administrative Agent, so that the Administrative Agent has Control of the Letter-of-Credit Rights.


 


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


 


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


 


Section 4.12 Insurance.


 


(a) Within 30 days following
the Effective Date, all applicable insurance policies required under Section 5.10 of the Credit Agreement shall name the Administrative
Agent (for the benefit of the Administrative Agent and the Secured Parties) as an additional insured or as lender’s loss payee,
as applicable, and shall contain lender loss payable clauses or mortgagee clauses, through endorsements in form and substance reasonably
satisfactory to the Administrative Agent, which provide that: (i) all proceeds thereunder with respect to any Collateral shall be payable
to the Administrative Agent; (ii) no such insurance shall be affected by any act or neglect of the insured or owner of the property described
in such policy; and (iii) such policy and lender loss payable or mortgagee clauses may be canceled, amended, or terminated only upon
at least thirty (30) days prior written notice given to the Administrative Agent.


 


(b) All premiums on any such
insurance shall be paid when due by such Grantor, and copies of the policies delivered to the Administrative Agent. If such Grantor fails
to obtain or maintain any insurance as required by this Section, the Administrative Agent may obtain such insurance at the Borrower’s
expense. By purchasing such insurance, the Administrative Agent shall not be deemed to have waived any Default arising from a Grantor’s
failure to maintain such insurance or pay any premiums therefor.


 


Section 4.13 [Intentionally
omitted]


 


Section 4.14 Control Agreements.
Such Grantor will provide to the Administrative Agent, upon the Administrative Agent’s request, a Control Agreement duly executed
on behalf of each custodian, securities intermediary or financial institution holding a Securities Account or Deposit Account that is
not Excluded Property of such Grantor as set forth in this Security Agreement.


 


Section 4.15 Change of
Name or Location; Change of Fiscal Year. Subject to its rights under Section 6.03 of the Credit Agreement, such Grantor shall not
(a) change its name as it appears in official filings in the state of its incorporation or organization, (b) change its chief executive
office, principal place of business, mailing address, corporate offices or warehouses or locations at which Collateral is held or stored,
or the location of its records concerning the Collateral as set forth in this Security Agreement, (c) change the type of entity that
it is, (d) change its organization identification number, if any, issued by its state of incorporation or other organization, or (e)
change its state of incorporation or organization, in each case, unless the Administrative Agent shall have received at least thirty
(30) days prior written notice of such change and the Administrative Agent shall have acknowledged in writing that either (i) such change
will not adversely affect the validity, perfection or priority of the Administrative Agent’s security interest in the Collateral,
or (ii) any reasonable action requested by the Administrative Agent in connection therewith has been completed or taken (including any
action to continue the perfection of any Liens in favor of the Administrative Agent, on behalf of the Secured Parties, in any Collateral);
provided that, any new location shall be in the continental U.S. Promptly following a Grantor having knowledge thereof, such Grantor
will provide to the Administrative Agent notice of occurrence of any of the foregoing with respect to the Custodian, or any other custodian,
securities intermediary or financial institution holding a Securities Account or Deposit Account.


 






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ARTICLE
V

REMEDIES


 


Section 5.1 Remedies.


 


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


 


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


 


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


 


(iii) give notice of sole
control or any other instruction under any deposit account control agreement, any securities account control agreement, or and other
control agreement with any securities intermediary and take any action therein with respect to such Collateral;


 


(iv) without notice (except
as specifically provided in Section 8.1 or elsewhere herein), demand or advertisement of any kind to any Grantor or any other
Person, enter the premises of any Grantor where any Collateral is located (through self-help and without judicial process) to collect,
receive, assemble, process, appropriate, sell, lease, assign, grant an option or options to purchase or otherwise dispose of, deliver,
or realize upon, the Collateral or any part thereof in one or more parcels at public or private sale or sales (which sales may be adjourned
or continued from time to time with or without notice and may take place at any Grantor’s premises or elsewhere), for cash, on
credit or for future delivery without assumption of any credit risk, and upon such other terms as the Administrative Agent may deem commercially
reasonable; and


 


(v) concurrently with written
notice to the applicable Grantor, in accordance with Section 4.06(c), transfer and register in its name or in the name of its nominee
the whole or any part of the Pledged Collateral, exchange certificates or instruments representing or evidencing Pledged Collateral for
certificates or instruments of smaller or larger denominations, exercise the voting and all other rights as a holder with respect thereto,
to collect and receive all cash dividends, interest, principal and other distributions made thereon and to otherwise act with respect
to the Pledged Collateral as though the Administrative Agent was the outright owner thereof.


 


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


 






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


 


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


 


(e) If, after the Credit Agreement
has terminated by its terms and all of the Obligations have been Paid in Full, there remain Swap Agreement Obligations outstanding, the
Required Lenders may exercise the remedies provided in this Section 5.2 upon the occurrence of any event which would allow or
require the termination or acceleration of any Swap Agreement Obligations pursuant to the terms of the Swap Agreement.


 


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


 


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


 


Section 5.2 Grantor’s
Obligations Upon Default. Upon the request of the Administrative Agent after the occurrence of an Event of Default, each Grantor
will:


 


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


 


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


 






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(c) [intentionally omitted];


 


(d) [intentionally omitted];
and


 


(e) [intentionally omitted].


 


Section 5.3 Grant of Intellectual
Property License. For the purpose of enabling the Administrative Agent to exercise the rights and remedies under this Article
V at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies (including in order to
take possession of, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options
to purchase any Collateral), each Grantor hereby (a) grants to the Administrative Agent, for the benefit of the Administrative Agent
and the other Secured Parties, an irrevocable, nonexclusive worldwide license (exercisable without payment of royalty or other compensation
to any Grantor), including in such license the right to use, license, sublicense or practice any Intellectual Property now owned or hereafter
acquired by such Grantor, and wherever the same may be located, and including in such license access to all media in which any of the
licensed items may be recorded or stored and to all computer Software and programs used for the compilation or printout thereof and (b)
irrevocably agrees that the Administrative Agent may sell any of such Grantor’s Inventory directly to any person, including without
limitation persons who have previously purchased the Grantor’s Inventory from such Grantor and in connection with any such sale
or other enforcement of the Administrative Agent’s rights under this Security Agreement, may sell Inventory which bears any Trademark
owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the
Administrative Agent may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to
such Grantor and sell such Inventory as provided herein.


 


ARTICLE
VI

ACCOUNT VERIFICATION; ATTORNEY IN FACT; PROXY


 


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


 


Section 6.2 Authorization
for Administrative Agent to Take Certain Action. 


 


(a) Each Grantor irrevocably
authorizes the Administrative Agent at any time and from time to time in the sole discretion of the Administrative Agent and appoints
the Administrative Agent as its attorney-in-fact (i) to endorse and collect any cash proceeds of the Collateral, (ii) to file any financing
statement with respect to the Collateral and to file any other financing statement or amendment of a financing statement (which does
not add new collateral or add a debtor) in such offices as the Administrative Agent in its sole discretion deems necessary or desirable
to perfect and to maintain the perfection and priority of the Administrative Agent’s security interest in the Collateral, (iii)
in the case of any Intellectual Property owned by or licensed to a Grantor, execute, deliver and have recorded any document that the
Administrative Agent may request to evidence, effect, publicize or record the Administrative Agent’s security interest in such
Intellectual Property and the goodwill and General Intangibles of such Grantor relating thereto or represented thereby, (vi) to contact
and enter into one or more agreements with the issuers of uncertificated securities which are Pledged Collateral or with the Custodian,
or any other custodian, financial institution or securities intermediaries holding Pledged Collateral as may be necessary or advisable
to give the Administrative Agent Control over such Pledged Collateral, (v) to discharge past due taxes, assessments, charges, fees or
Liens on the Collateral (except for such Liens that are permitted under Section 6.02 of the Credit Agreement), (vi) to contact Obligors
and Account Debtors in accordance with the applicable transaction documents with such Obligor or Account Debtor, (vii) to demand payment
or enforce payment of the Receivables in the name of the Administrative Agent or such Grantor and to endorse any and all checks, drafts,
and other instruments for the payment of money relating to the Receivables, (viii) to sign such Grantor’s name on any invoice or
bill of lading relating to the Receivables, drafts against any Obligor or Account Debtor of the Grantor, assignments and verifications
of Receivables, (ix) to exercise all of such Grantor’s rights and remedies with respect to the collection of the Receivables and
any other Collateral, (x) to settle, adjust, compromise, extend or renew the Receivables, (xi) to settle, adjust or compromise any legal
proceedings brought to collect Receivables, (xii) to prepare, file and sign such Grantor’s name on a proof of claim in bankruptcy
or similar document against any Obligor or Account Debtor of such Grantor, (xiii) to prepare, file and sign such Grantor’s name
on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables, (xiv) to change the
address for delivery of mail addressed to such Grantor to such address as the Administrative Agent may designate and to receive, open
and dispose of all mail addressed to such Grantor, and (xv) to do all other acts and things necessary to carry out this Security Agreement;
and such Grantor agrees to reimburse the Administrative Agent on demand for any payment made or any expense incurred by the Administrative
Agent in connection with any of the foregoing; provided that, this authorization shall not relieve such Grantor of any of its obligations
under this Security Agreement or under the Credit Agreement.


 






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


 


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


 


Section 6.4 Nature of
Appointment; Limitation of Duty. THE APPOINTMENT OF THE ADMINISTRATIVE AGENT AS PROXY AND ATTORNEY-IN-FACT IN THIS ARTICLE VI
IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE UNTIL THE DATE ON WHICH THIS SECURITY AGREEMENT IS TERMINATED IN ACCORDANCE
WITH SECTION 7.14. NOTWITHSTANDING ANYTHING CONTAINED HEREIN, NONE OF THE ADMINISTRATIVE AGENT, ANY LENDER, ANY OTHER SECURED
PARTY, ANY OF THEIR RESPECTIVE AFFILIATES, OR ANY OF THEIR OR THEIR AFFILIATES’ RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS
OR REPRESENTATIVES SHALL HAVE ANY DUTY TO EXERCISE ANY RIGHT OR POWER GRANTED HEREUNDER OR OTHERWISE OR TO PRESERVE THE SAME AND SHALL
NOT BE LIABLE FOR ANY FAILURE TO DO SO OR FOR ANY DELAY IN DOING SO, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO SUCH PARTY’S
OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION; PROVIDED THAT, IN NO EVENT SHALL
THEY BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.


 






    19


     


    

 


ARTICLE
VII

GENERAL PROVISIONS


 


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


 


Section 7.2 Limitation
on Administrative Agent’s and Secured Parties’ Duty with Respect to the Collateral. The Administrative Agent shall have
no obligation to clean-up or otherwise prepare the Collateral for sale. The Administrative Agent and each other Secured Party shall use
reasonable care with respect to the Collateral in its possession or under its control. Neither the Administrative Agent nor any other
Secured Party shall have any other duty as to any Collateral in its possession or control or in the possession or control of any agent
or nominee of the Administrative Agent or such other Secured Party, or any income thereon or as to the preservation of rights against
prior parties or any other rights pertaining thereto. To the extent that applicable law imposes duties on the Administrative Agent to
exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is commercially reasonable for the
Administrative Agent (a) to fail to incur expenses deemed significant by the Administrative Agent to prepare Collateral for disposition
or otherwise to transform raw material or work in process into finished goods or other finished products for disposition, (b) to fail
to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to
obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail
to exercise collection remedies against Obligors, Account Debtors or other Persons obligated on Collateral or to remove Liens on or any
adverse claims against Collateral, (d) to exercise collection remedies against Obligors, Account Debtors and other Persons obligated
on Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Collateral
through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other
Persons, whether or not in the same business as such Grantor, for expressions of interest in acquiring all or any portion of such Collateral,
(g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized
nature, (h) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types included in the
Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in
wholesale rather than retail markets, (j) to disclaim disposition warranties, such as title, possession or quiet enjoyment, (k) to purchase
insurance or credit enhancements to insure the Administrative Agent against risks of loss, collection or disposition of Collateral or
to provide to the Administrative Agent a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed
appropriate by the Administrative Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals
to assist the Administrative Agent in the collection or disposition of any of the Collateral. The Grantor acknowledges that the purpose
of this Section 7.2 is to provide non-exhaustive indications of what actions or omissions by the Administrative Agent would be
commercially reasonable in the Administrative Agent’s exercise of remedies against the Collateral and that other actions or omissions
by the Administrative Agent shall not be deemed commercially unreasonable solely on account of not being indicated in this Section
7.2. Without limitation upon the foregoing, nothing contained in this Section 7.2 shall be construed to grant any rights to
the Grantor or to impose any duties on the Administrative Agent that would not have been granted or imposed by this Security Agreement
or by applicable law in the absence of this Section 7.2.


 






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


 


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


 


Section 7.5 Specific Performance
of Certain Covenants. Each Grantor acknowledges and agrees that a breach of any of the covenants contained in Sections 4.1(d),
4.1(e), 4.4, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.12, 4.13, 4.14,
4.15, 5.3, or 7.7 will cause irreparable injury to the Administrative Agent and the other Secured Parties, that
the Administrative Agent and the other Secured Parties have no adequate remedy at law in respect of such breaches and therefore agrees,
without limiting the right of the Administrative Agent or the other Secured Parties to seek and obtain specific performance of other
obligations of the Grantors contained in this Security Agreement, that the covenants of the Grantors contained in the Sections referred
to in this Section 7.5 shall be specifically enforceable against the Grantors.


 






    21


     


    

 


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


 


Section 7.7 No Waiver;
Amendments; Cumulative Remedies. No failure or delay by the Administrative Agent or any other Secured Party in exercising any right
or power under this Security Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right
or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof
or the exercise of any other right or power. The rights and remedies of the Administrative Agent and the other Secured Parties hereunder
are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Security
Agreement or consent to any departure by the Grantor therefrom shall in any event be effective unless in writing signed by the Administrative
Agent with the concurrence or at the direction of the Lenders required under Section 9.02 of the Credit Agreement and then only to the
extent in such writing specifically set forth.


 


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


 


Section 7.9 Reinstatement.
This Security Agreement shall remain in full force and effect and continue to be effective should any petition be filed by or against
any Grantor for liquidation or reorganization, should any Grantor become insolvent or make an assignment for the benefit of any creditor
or creditors or should a receiver or trustee be appointed for all or any significant part of any Grantor’s assets, and shall continue
to be effective or be reinstated, as the case may be, if at any time payment and performance of the Secured Obligations, or any part
thereof (including a payment effected through exercise of a right of setoff), is, pursuant to applicable law, rescinded or reduced in
amount, or must otherwise be restored or returned by any obligee of the Secured Obligations, whether as a “voidable preference,”
“fraudulent conveyance,” or otherwise (including pursuant to any settlement entered into by a Secured Party in its discretion),
all as though such payment or performance had not been made. In the event that any payment, or any part thereof (including a payment
effected through exercise of a right of setoff), is rescinded, reduced, restored or returned, the Secured Obligations shall be reinstated
and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.


 


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


 






    22


     


    

 


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


 


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


 


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


 


Section 7.14 Termination.
This Security Agreement shall continue in effect (notwithstanding the fact that from time to time there may be no Secured Obligations
outstanding) until (a) the Credit Agreement has terminated pursuant to its express terms and (b) all of the Secured Obligations have
been Paid in Full.


 


Section 7.15 Entire Agreement.
This Security Agreement and the other Loan Documents embody the entire agreement and understanding between the Grantors and the Administrative
Agent relating to the Collateral and supersedes all prior agreements and understandings between the Grantors and the Administrative Agent
relating to the Collateral.


 


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


 


Section 7.17 CONSENT TO
JURISDICTION. EACH GRANTOR HEREBY IRREVOCABLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF ANY U.S. FEDERAL
OR NEW YORK STATE COURT SITTING IN NEW YORK, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SECURITY AGREEMENT
OR ANY OTHER LOAN DOCUMENT OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH GRANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY
AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY AND UNCONDITIONALLY
WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY
SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. 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 HEREIN SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY LENDER TO BRING
PROCEEDINGS AGAINST ANY GRANTOR IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY GRANTOR AGAINST THE ADMINISTRATIVE
AGENT OR ANY LENDER OR ANY AFFILIATE OF THE ADMINISTRATIVE AGENT OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY
ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN
NEW YORK, NEW YORK.


 






    23


     


    

 


Section 7.18 WAIVER OF
JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS SECURITY AGREEMENT, ANY OTHER LOAN DOCUMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE OR OTHER AGENT (INCLUDING ANY 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 SECURITY AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.


 


Section 7.19 Indemnity.
Each Grantor hereby agrees to indemnify the Administrative Agent and the other Secured Parties, and their respective successors,
assigns, agents and employees, from and against any and all liabilities, damages, penalties, suits, fees, costs, and expenses of any
kind and nature (including, without limitation, all expenses of litigation or preparation therefor whether or not the Administrative
Agent or any Secured Party is a party thereto) imposed on, incurred by or asserted against the Administrative Agent or the other Secured
Parties, or their respective successors, assigns, agents and employees, in any way relating to or arising out of this Security Agreement,
or the manufacture, purchase, acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return
or other disposition of any Collateral (including, without limitation, latent and other defects, whether or not discoverable by the Administrative
Agent or the other Secured Parties or any Grantor, and any claim for Patent, Trademark or Copyright infringement).


 


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


 


ARTICLE
VIII

NOTICES


 


Section 8.1 Sending Notices.
Any notice required or permitted to be given under this Security Agreement shall be sent in accordance with Section 9.01 of the Credit
Agreement.


 


Section 8.2 Change in
Address for Notices. Each of the Grantors, the Administrative Agent and the Lenders may change the address for service of notice
upon it in accordance with Section 9.01 of the Credit Agreement.


 






    24


     


    

 


ARTICLE
IX

THE ADMINISTRATIVE AGENT


 


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


 


[Signature Pages Follow]


 




    25


     


    

 


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


 


	 	GRANTORS:
	 	 
	 	PHENIXFIN CORPORATION
	 	 	 
	 	By:	                   
	 	Name:	 
	 	Title:	 
	 	 	 
	 	PHENIXFIN SMALL BUSINESS FUND GP, LLC
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	PHENIXFIN SMALL BUSINESS FUND, LP
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	PHENIXFIN SLF FUNDING I LLC
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	PHENIXFIN INVESTMENT HOLDINGS LLC
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 






    Grantors Signature Page


     


    

 


	 	PHENIXFIN INVESTMENT HOLDINGS AAR LLC



 


	 	By:	      
	 	Name:	 
	 	Title:	 



  


	 	PHENIXFIN INVESTMENT HOLDINGS AMVESTAR LLC
	 	 	 
	 	By:	               
	 	Name: 	 
	 	Title:	 



 


	 	PHENIXFIN INVESTMENT HOLDINGS OMNIVERE LLC
	 	 	 
	 	By:	                    
	 	Name: 	 
	 	Title:	 
	 	 	 
	 	PHENIXFIN INVESTMENTS, LLC
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 






    Grantors Signature Page


     


    

 


	 	WOODFOREST NATIONAL BANK,
	 	as Administrative Agent
	 	 	 
	 	By:	                 
	 	Name: 	 
	 	Title:	 



 




    Administrative Agent Signature Page


     


    

 


EXHIBIT A


(See Sections 3.2, 3.3, 3.4, 3.9 and 8.1 of Security
Agreement)


 


NOTICE ADDRESS FOR ALL GRANTORS


 


______________________________________


c/o____________________________________


______________________________________


Attention:______________________________


Facsimile:______________________________


 


INFORMATION AND COLLATERAL LOCATIONS OF {Insert
name of applicable Grantor}


 


		I.	Name of Grantor: _____________________________________



 


		II.	State of Incorporation or Organization: _______________________________



 


		III.	Type of Entity: _______________________________________



 


		IV.	Organizational Number assigned by State of Incorporation or
Organization: _________________



 


		V.	Federal Identification Number: ________________________________



 


		VI.	Place of Business (if it has only one) or Chief Executive Office
(if more than one place of business) and Mailing Address:



 


___________________________


___________________________


___________________________


___________________________


 


Attention: ___________________


 


		VII.	Locations of Collateral:



 


(a) Properties Owned by the
Grantor:


 


 


(b) Properties Leased by
the Grantor (Include Landlord’s Name):


 


[NOTE: ADD ADDITIONAL INFORMATION PAGE FOR EACH
GRANTOR]


 




    Exhibit A


     


    

 


EXHIBIT B


(See Section 3.5 of Security Agreement)


 


DEPOSIT ACCOUNTS


 


	Name of Grantor
 (must correspond to name of account holder)
	 	Name of Institution	 	Account Number
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 



 


SECURITIES ACCOUNTS


 


	Name of Grantor
 (must correspond to name of account holder)
	 	Name of Institution	 	Account Number
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 




 



    Exhibit B


     


    

 


EXHIBIT C


(See Section 3.7 of Security Agreement)


 


LETTER-OF-CREDIT RIGHTS


 


 


CHATTEL PAPER


 




    Exhibit C


     


    

 


EXHIBIT D


(See Section 3.10 and 3.11 of Security Agreement)


 


INTELLECTUAL PROPERTY RIGHTS1


 


 


 






	1	Describe all (a) Intellectual Property that is registered
or subject to applications for registration, (b) Internet Domain Names and (c) Material Intellectual Property and material Software,
separately identifying that owned and licensed to the Grantor and including for each of the foregoing items (i) the owner, (ii) the title,
(iii) the jurisdiction in which such item has been registered or otherwise arises or in which an application for registration has been
filed, (iv) as applicable, the registration or application number and registration or application date and (v) any IP Licenses or other
rights (including franchises) granted by the Grantor with respect thereto.



 




    Exhibit D


     


    

 


EXHIBIT E


(See Section 3.13 of Security Agreement and Definition
of “Pledged Collateral”)


 


LIST OF PLEDGED COLLATERAL, SECURITIES AND OTHER
INVESTMENT PROPERTY


 


INSTRUMENTS; PROMISSORY NOTES; DEBT SECURITIES


 


	Name of Grantor	 	Issuer	 	Principal Amount	 	Interest Rate	 	Maturity
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 



 


STOCKS


 


	Name of Grantor	 	Issuer	 	Certificate Number(s)	 	Number of Shares	 	Class of Stock	 	Percentage of Outstanding Shares
	 	 	 	 	 	 	 	 		 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 



 


BONDS


 


	Name of Grantor	 	Issuer	 	Number	 	Face Amount	 	Coupon Rate	 	Maturity
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 



 


GOVERNMENT SECURITIES


 


	Name of Grantor	 	Issuer	 	Number	 	Type	 	Face Amount	 	Coupon Rate	 	Maturity
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 



 


OTHER SECURITIES OR OTHER INVESTMENT PROPERTY


(CERTIFICATED AND UNCERTIFICATED)


 


	Name of Grantor	 	Issuer	 	Description of Collateral	 	Percentage Ownership Interest
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 



 




    Exhibit E


     


    

 


EXHIBIT F


(See Section 3.1 of Security Agreement)


 


FILING OFFICES


 




    Exhibit F


     


    

 


EXHIBIT G


(See Definition of “Commercial Tort Claim”)


 


COMMERCIAL TORT CLAIMS


 


{NOTE: SPECIFICALLY DESCRIBE THE CLAIM (I.E.
PARTIES, DESCRIPTION OF THE DISPUTE, CASE NUMBER – IF AVAILABLE) - SEE OFFICIAL COMMENT 5 TO SECTION 9-108 OF THE UCC}.


 


	Name of Grantor	 	Description of Claim	 	Parties	 	Case Number; Name of Court where Case was Filed
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 



 



    Exhibit G


     


    

 


EXHIBIT H


(See Section 4.8 of Security Agreement)


 


AMENDMENT


 


This Amendment, dated [●] is delivered
pursuant to Section 4.8 of the Security Agreement referred to below. All defined terms herein shall have the meanings ascribed thereto
or incorporated by reference in the Security Agreement. The undersigned hereby certifies that the representations and warranties in Article
III of the Security Agreement are and continue to be true and correct. The undersigned further agrees that this Amendment may be attached
to that certain Security Agreement, dated December 15, 2022, between the undersigned, as the Grantors, and Woodforest National Bank,
as the Administrative Agent, (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the
“Security Agreement”) and that the Collateral listed on Schedule I to this Amendment shall be and become a
part of the Collateral referred to in said Security Agreement and shall secure all Secured Obligations referred to in the Security Agreement.


 


	 	[●]
	 	 	 
	 	By:	          
	 	Name: 	 
	 	Title:	 


 




    Exhibit H-1


     


    

 


Schedule I to Amendment to Security Agreement


 


COMMERCIAL TORT CLAIMS


 


{NOTE: SPECIFICALLY DESCRIBE THE CLAIM (I.E.
PARTIES, DESCRIPTION OF THE DISPUTE, CASE NUMBER – IF AVAILABLE) - SEE OFFICIAL COMMENT 5 TO SECTION 9-108 OF THE UCC}.


 


	Name of Grantor	 	Description of Claim	 	Parties	 	Case Number; Name of Court where Case was Filed
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 



 






    Exhibit H-2


     


    

 


ANNEX I TO SECURITY AGREEMENT


 


Reference is hereby made
to the Security Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”),
dated as of December 15, 2022, by and among PhenixFIN Corporation, a Delaware corporation (the “Borrower”), the other existing
Grantors party thereto, and certain other entities which become parties to the Security Agreement from time to time, including, without
limitation, those that become party thereto by executing a Security Agreement Supplement in substantially the form hereof (such parties,
including the undersigned, together with the Borrower and the other existing Grantors, the “Grantors”), in favor of
Woodforest National Bank, as Administrative Agent (the “Administrative Agent”), for the benefit of the Secured Parties
under the Credit Agreement. Each capitalized terms used herein and not defined herein shall have the meanings given to it in the Security
Agreement.


 


By its execution below, the
undersigned, [NAME OF NEW GRANTOR], a [●] [corporation] [partnership] [limited liability company] (the “New Grantor”)
agrees to become, and does hereby become, a Grantor under the Security Agreement and agrees to be bound by such Security Agreement as
if originally a party thereto. The New Grantor hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the
ratable benefit of the Secured Parties, a security interest in all of the New Grantor’s right, title and interest in and to the
Collateral, whether now owned or hereafter acquired, to secure the prompt and complete payment and performance of the Secured Obligations.


 


By its execution below, the
New Grantor represents and warrants as to itself that all of the representations and warranties contained in the Security Agreement are
true and correct in all respects as of the date hereof. The New Grantor represents and warrants that the supplements to the Exhibits
to the Security Agreement attached hereto are true and correct in all respects and such supplements set forth all information required
to be scheduled under the Security Agreement. The New Grantor shall take all steps necessary to perfect, in favor of the Administrative
Agent, a first-priority security interest in and lien against the New Grantor’s Collateral, including, without limitation, delivering
all certificated Pledged Collateral to the Administrative Agent (and other Collateral required to be delivered under the Security Agreement),
and taking all steps necessary to properly perfect the Administrative Agent’s interest in any uncertificated Pledged Collateral.


 


IN WITNESS WHEREOF, [NAME
OF NEW GRANTOR], a [__________________] [corporation] [partnership] [limited liability company] has executed and delivered this Annex
I counterpart to the Security Agreement as of this [●] day of [●].


 


	 	[NAME OF NEW GRANTOR]
	 	 	 
	 	By:	            
	 	Name: 	 
	 	Title:	 



 


 


Annex I