Exhibit 10.2 


 


EXECUTION VERSION


 


 



 


GUARANTEE AND COLLATERAL AGREEMENT


 


made by


 


ATLANTIC AVIATION FBO HOLDINGS LLC,


 


ATLANTIC AVIATION FBO INC.,


 


and


 


EACH OF THE OTHER GRANTORS PARTY HERETO


 


in favor of


 


BARCLAYS BANK PLC,


as Collateral Agent


 


Dated as of May 31, 2013


 

 


 




    	 



    	 



    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	SECTION 1.	DEFINED TERMS	1
	 	 	 
	1.1	Definitions	1
	1.2	Other Definitional Provisions	5
	 	 	 
	SECTION 2.	GUARANTEE	5
	 	 	 
	2.1	Guarantee	5
	2.2	Right of Contribution	6
	2.3	No Subrogation	6
	2.4	Amendments, etc. with respect to the Borrower Obligations	7
	2.5	Guarantee Absolute and Unconditional	7
	2.6	Reinstatement	8
	2.7	Payments	8
	2.8	Information	8
	 	 	 
	SECTION 3.	GRANT OF SECURITY INTEREST	9
	 	 	 
	3.1	Grant of Security Interests	9
	 	 	 
	SECTION 4.	REPRESENTATIONS AND WARRANTIES	10
	 	 	 
	4.1	Representations in Credit Agreement	10
	4.2	Title; No Other Liens	11
	4.3	Names; Jurisdiction of Organization; Chief Executive Office	11
	4.4	Pledged Stock	11
	4.5	Pledged Notes	11
	4.6	Intellectual Property	11
	4.7	Commercial Tort Claims	11
	4.8	Accounts	12
	 	 	 
	SECTION 5.	COVENANTS	12
	 	 	 
	5.1	Covenants in Credit Agreement	12
	5.2	Investment Property	12
	5.3	Commercial Tort Claims	13
	5.4	Maintenance of Perfected Security Interest; Defense of Claims	13
	5.5	Intellectual Property Security Agreements	13
	 	 	 
	SECTION 6.	REMEDIAL PROVISIONS	13
	 	 	 
	6.1	Certain Matters Relating to Receivables	13
	6.2	Communications with Grantors; Grantors Remain Liable	14
	6.3	Pledged Securities	14
	6.4	Intellectual Property	15
	6.5	Proceeds to be Turned over to Collateral Agent	16
	6.6	Application of Proceeds	16
	6.7	UCC and Other Remedies	17
	6.8	Private Sales	17
	6.9	Deficiency	17


 




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TABLE OF CONTENTS


(con’t)


 


	 	 	Page
	 	 	 
	SECTION 7.	THE COLLATERAL AGENT	18
	 	 	 
	7.1	Collateral Agent’s Appointment as Attorney-in-Fact, etc	18
	7.2	Duty of Collateral Agent	19
	7.3	Execution of Financing Statements; Control Agreements	19
	7.4	Authority of Collateral Agent	20
	 	 	 
	SECTION 8.	MISCELLANEOUS	20
	 	 	 
	8.1	Amendments in Writing	20
	8.2	Notices	20
	8.3	No Waiver by Course of Conduct; Cumulative Remedies	20
	8.4	Enforcement Expenses; Indemnification	21
	8.5	Successors and Assigns	21
	8.6	Set-Off	21
	8.7	Counterparts	21
	8.8	Severability	21
	8.9	Section Headings	21
	8.10	Integration	21
	8.11	GOVERNING LAW	21
	8.12	Submission to Jurisdiction; Waivers	22
	8.13	Acknowledgements	22
	8.14	Additional Grantors	22
	8.15	Releases	23
	8.16	WAIVER OF JURY TRIAL	23


 


	SCHEDULES	 
	Schedule 1	Notice Addresses
	Schedule 2	Investment Property
	Schedule 3	Legal Name, Jurisdictions of Organization and Organizational Identification Number
	Schedule 4(a)	Intellectual Property
	Schedule 4(b)	License Arrangements and Agreements
	Schedule 5	Commercial Tort Claims
	Schedule 6	Accounts
	 	 
	ANNEXES	 
	Annex I	Assumption Agreement
	Annex II	Intellectual Property Security Agreement


 




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GUARANTEE AND
COLLATERAL AGREEMENT


 


This GUARANTEE AND
COLLATERAL AGREEMENT, dated as of May 31, 2013, is made by each of the signatories hereto, in favor of BARCLAYS BANK PLC, as Collateral
Agent (in such capacity, the “Collateral Agent”) for the Secured Parties, including the several banks and other
financial institutions or entities (the “Lenders”) from time to time parties to the Credit Agreement, dated
as of the date hereof (as amended, restated, amended and restated, supplemented, waived and/or otherwise modified from time to
time, the “Credit Agreement”), among Atlantic Aviation FBO Holdings LLC, a Delaware limited liability company
(“Holdings”), Atlantic Aviation FBO Inc., a Delaware corporation (the “Borrower”), the Lenders
party thereto from time to time, and Barclays Bank PLC, as Administrative Agent and Collateral Agent, and the other parties thereto.


 


WITNESSETH:


 


WHEREAS, pursuant to
the Credit Agreement, the Lenders have severally agreed to make extensions of credit to the Borrower upon the terms and subject
to the conditions set forth therein;


 


WHEREAS, the Borrower
is a member of an affiliated group of companies that includes each other Grantor (as defined below);


 


WHEREAS, the proceeds
of the extensions of credit under the Credit Agreement will be used in part to enable the Borrower to make valuable transfers to
one or more of the other Grantors in connection with the operation of their respective businesses;


 


WHEREAS, the Borrower
and the other Grantors are engaged in related businesses, and each Grantor will derive substantial direct and indirect benefits
from the making of the extensions of credit under the Credit Agreement; and


 


WHEREAS, it is a condition
precedent to the obligation of the Lenders to make their respective extensions of credit to the Borrower under the Credit Agreement
that the Grantors shall have executed and delivered this Agreement to the Collateral Agent for the ratable benefit of the Secured
Parties;


 


NOW, THEREFORE, in
consideration of the premises and to induce the Administrative Agent, the Collateral Agent and the Lenders to enter into the Credit
Agreement and to induce the Lenders to make their respective extensions of credit to the Borrower thereunder, each Grantor hereby
agrees with the Collateral Agent, for the ratable benefit of the Secured Parties, as follows:


 


SECTION
1.          DEFINED TERMS


 


1.1           Definitions.
(a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them
in the Credit Agreement, and the following terms are used herein as defined in the UCC: “Account”, “Certificated
Security”, “Chattel Paper”, “Commercial Tort Claim”, “Commodity Account”,
“Document”, “Equipment”, “Fixture”, “General Intangible”,
“Goods”, “Instrument”, “Inventory”, “Letter-of-Credit Right”,
“Securities Account”, “Security”, “Supporting Obligations” and “Uncertificated
Securities”.


 


(a)
The following terms shall have the following meanings:


 


“Agreement”:
this Guarantee and Collateral Agreement, as the same may be amended, restated, amended and restated, supplemented, waived and/or
otherwise modified from time to time.


 




    	 



    	 



    

 


“Borrower
Credit Agreement Obligations”: the collective reference to the unpaid principal of and interest on (including, without
limitation, interest accruing at the then applicable rate provided in the Credit Agreement after the maturity of the Loans and
Reimbursement Obligations and interest accruing at the then applicable rate provided in the Credit Agreement after the filing of
any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower,
whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans (including any New Term
Loans, Extended Term Loans, Extended Revolving Loans and any loans under the Refinancing Revolving Facility or the Refinancing
Term Facility), the Reimbursement Obligations and all other obligations and liabilities of the Borrower to the Collateral Agent
or any other Secured Party, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter
incurred, in each case, which may arise under, out of, or in connection with, the Credit Agreement, this Agreement, the other Loan
Documents or any Letter of Credit, in each case, whether on account of principal, interest, reimbursement obligations, fees, indemnities,
costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Administrative Agent,
the Collateral Agent or any other Secured Parties that are required to be paid by the Borrower pursuant to the terms of any of
the foregoing agreements).


 


“Borrower
Hedge Agreement and Cash Management Obligations”: the collective reference to all obligations and liabilities of the
Borrower and its Restricted Subsidiaries (including, without limitation, interest accruing at the then applicable rate provided
in any Specified Hedge Agreement or Cash Management Document after the filing of any petition in bankruptcy, or the commencement
of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition
interest is allowed in such proceeding) to any Hedge Counterparty (or any Hedge Counterparty at the time such Specified Hedge Agreement
was entered into) or any Cash Management Counterparty (or any Cash Management Party at the time such Cash Management Document was
entered into), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred,
in each case, which may arise under, out of, or in connection with, any Specified Hedge Agreement or Cash Management Document,
as the case may be, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs,
expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the relevant Hedge Counterparty
or Cash Management Counterparty, as applicable, that are required to be paid by the Borrower and/or its Restricted Subsidiaries,
as the case may be, pursuant to the terms of any Specified Hedge Agreement or such Cash Management Document, as the case may be).


 


“Borrower
Obligations”: collectively, the (i) Borrower Credit Agreement Obligations and (ii) Borrower Hedge Agreement and Cash
Management Obligations, but, as to foregoing clause (ii) only to the extent that, and only so long as, the Borrower Credit Agreement
Obligations are secured and guaranteed pursuant to this Agreement.


 


“Collateral”:
as defined in Section 3.1.


 


“Collateral
Account”: any collateral account established by the Collateral Agent as provided in Section 6.1 or 6.5.


 


“Collateral
Agent”: as defined in the preamble hereto.


 


“Copyright
Licenses”: all written agreements naming any Grantor as licensor or licensee (including, without limitation, those listed
in Schedule 4), granting any right under any Copyright, including, without limitation, the grant of rights to manufacture,
distribute, exploit and sell materials derived from any Copyright.


 




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“Copyrights”:
(i) all copyrights arising under the laws of the United States, multinational or foreign laws or otherwise, whether registered
or unregistered and whether published or unpublished (including, without limitation, those listed in Schedule 4), all registrations
and recordings thereof, and all applications in connection therewith, including, without limitation, all registrations, recordings
and applications in the United States Copyright Office, and (ii) the right to obtain all renewals thereof.


 


“Deposit Account”:
all deposit accounts as defined in the Uniform Commercial Code of any applicable jurisdiction and, in any event, including, without
limitation, any demand, time, savings, passbook or like account maintained with a depositary institution.


 


“Excluded Accounts”
shall mean:


 


(a)          any
Deposit Accounts, Securities Accounts or Commodities Accounts (excluding any Deposit Accounts, Securities Accounts or Commodities
Accounts referred to in clauses (b) through (d) below) with an average daily balance throughout a month of less than $1,000,000
individually or $2,500,000 in the aggregate;


 


(b)          accounts
used solely for payroll, taxes, 401(k) plans, retiree benefits, healthcare benefits (including any flexible spending accounts)
or other employee benefits or withholding tax;


 


(c)          accounts
used for escrow, customs or other fiduciary purposes and accounts established to comply with legal requirements, to the extent
such legal requirements prohibit the granting of a Lien thereon; and


 


(d)          any
Deposit Accounts, Securities Accounts or Commodities Accounts that solely contain property not beneficially owned by any Grantor,
including any escrow accounts.


 


“Foreign Subsidiary
Voting Stock”: the voting Capital Stock of any Foreign Subsidiary.


 


“Grantors”:
the collective reference to each signatory hereto (other than the Collateral Agent) together with any other entity that may become
a party hereto as provided herein.


 


“Guarantor
Obligations”: with respect to any Guarantor, all obligations and liabilities of such Guarantor which may arise under
or in connection with this Agreement (including, without limitation, Section 2) or any other Loan Document, Specified Hedge
Agreement or Cash Management Document to which such Guarantor is a party, in each case whether on account of guarantee obligations,
reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements
of counsel to the Administrative Agent, to the Collateral Agent or to the other Secured Parties that are required to be paid by
such Guarantor pursuant to the terms of this Agreement or any other Loan Document), other than any Excluded Hedge Obligation.


 


“Guarantors”:
the collective reference to Holdings and the Subsidiary Guarantors that are or may become a party hereto as provided herein.


 


“Intellectual
Property”: the collective reference to all rights, priorities and privileges relating to intellectual property, whether
arising under United States, multinational or foreign laws or otherwise, now existing or hereafter adopted, created or acquired,
including, without limitation, the Copyrights, the Copyright Licenses, the Patents, the Patent Licenses, the Trademarks, the Trademark
Licenses, domain names, technology, trade secrets, know-how and processes, and all rights to sue at law or in equity or otherwise
recover for any past, present or future infringement, misappropriation or other violation or impairment thereof, including the
right to receive all proceeds and damages therefrom.


 




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“Intellectual
Property Security Agreement”: as defined in Section 5.4.


 


“Intercompany
Note”: any promissory note evidencing loans made by Holdings or any of its Subsidiaries to any Grantor.


 


“Investment
Property”: the collective reference to (i) all “investment property” as such term is defined in Section 9-102(a)(49)
of the UCC (other than any Foreign Subsidiary Voting Stock or voting Capital Stock of a FSHCO excluded from the definition of “Pledged
Stock”) and (ii) whether or not constituting “investment property” as so defined, all Pledged Securities.


 


“Issuers”:
the collective reference to each issuer of a Pledged Security.


 


“Obligations”:
(i) in the case of the Borrower, its Borrower Obligations and (ii) in the case of each Guarantor, its Guarantor Obligations.


 


“Patent License”:
all written agreements providing for the grant by or to any Grantor of any right to manufacture, use, sell or otherwise exploit
any invention covered in whole or in part by a Patent, including, without limitation, any of the foregoing referred to in Schedule
4.


 


“Patents”:
(i) all letters patent of the United States, any other country or any political subdivision thereof, and all reissues and extensions
thereof, including, without limitation, any of the foregoing referred to in Schedule 4(a), (ii) all applications for letters
patent of the United States, any other country or any political subdivision thereof, and all divisionals, continuations and continuations
in part thereof, including, without limitation, any of the foregoing referred to in Schedule 4(a), and (iii) all rights
to obtain any reissues, reexaminations or extensions of the foregoing.


 


“Pledged Notes”:
all promissory notes listed on Schedule 2, all Intercompany Notes at any time issued to any Grantor in excess of $500,000
individually or $1,000,000 in the aggregate, and all other promissory notes issued to or held by any Grantor in excess of $500,000
individually or $1,000,000 in the aggregate.


 


“Pledged Securities”:
the collective reference to the Pledged Notes and the Pledged Stock.


 


“Pledged Stock”:
the collective reference to (i) the shares of Capital Stock listed on Schedule 2, (ii) any other shares, stock certificates,
options, interests or rights of any nature whatsoever in respect of the Capital Stock of any Person that may be issued or granted
to, or held by, any Grantor while this Agreement is in effect and that are required to become Collateral pursuant to Section
3.1; provided that in no event shall more than 65% of the total outstanding (a) Foreign Subsidiary Voting Stock and
(b) voting Capital Stock of any FSHCO, be required to be pledged hereunder and (iii) all shares of non-voting Capital Stock
of any Foreign Subsidiary or FSHCO; provided, that “Pledged Stock” shall not include the Capital Stock of any
Unrestricted Subsidiary.


 


“Proceeds”:
all “proceeds” as such term is defined in Section 9-102(a)(64) of the UCC and, in any event, shall include, without
limitation, all dividends or other income from the Investment Property, collections thereon or distributions or payments with respect
thereto.


 


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


 




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“Receivable”:
any right to payment for goods sold or leased or for services rendered, whether or not such right is evidenced by an Instrument
or Chattel Paper and whether or not it has been earned by performance (including, without limitation, any Account).


 


“Securities
Act”: the Securities Act of 1933, as amended.


 


“Trademark
License”: all written agreements providing for the grant by or to any Grantor of any right to use any Trademark, including,
without limitation, any of the foregoing referred to in Schedule 4.


 


“Trademarks”:
(i) all United States and foreign trademarks, trade names, corporate names, company names, business names, domain names, fictitious
business names, trade styles, service marks, logos and other source or business identifiers, and all goodwill associated therewith,
now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith,
whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof,
or otherwise, all common-law rights related thereto, including, without limitation, any registrations and applications for registrations
in respect of the foregoing referred to in Schedule 4, and all goodwill of the business connected with the use of or symbolized
by any of the foregoing and (ii) the right to obtain all renewals thereof.


 


“Vehicles”:
all cars, trucks, trailers, construction and earth moving equipment and other vehicles covered by a certificate of title law of
any state.


 


1.2           
Other Definitional Provisions. (a) The words “hereof,” “herein”, “hereto” and “hereunder”
and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision
of this Agreement, and Section and Schedule references are to this Agreement unless otherwise specified.


 


(b)
The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.


 


(c)
Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor, shall refer
to such Grantor’s Collateral or the relevant part thereof.


 


SECTION
2.          GUARANTEE


 


2.1           Guarantee.
(a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Collateral Agent for
the ratable benefit of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns, the prompt
and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of
the Borrower Obligations.


 


(b)
Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder
and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable
federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section
2.2).


 




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(c)
Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of
such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies
of the Collateral Agent or any other Secured Party hereunder.


 


(d)
The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations and the
obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full
(other than contingent or indemnification obligations not then asserted or due), no Letter of Credit (that is not cash collateralized
or backstopped to the reasonable satisfaction of the Issuing Lender or purchasing Lender, as applicable, in respect thereof) shall
be outstanding and the Commitments shall have been terminated, notwithstanding that from time to time during the term of the Credit
Agreement the Borrower may be free from any Borrower Obligations.


 


(e)
Except as provided in Section 8.15, no payment made by the Borrower, any of the Guarantors, any other guarantor or any other
Person or received or collected by the Collateral Agent or any other Secured Party from the Borrower, any of the Guarantors, any
other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any
time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release
or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment
made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect
of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder
until the Borrower Obligations shall have been paid in full (other than contingent or indemnification obligations not then asserted
or due), no Letter of Credit (that is not cash collateralized or backstopped to the reasonable satisfaction of the Issuing Lender
or purchasing Lender, as applicable, in respect thereof) shall be outstanding and the Commitments shall have been terminated.


 


2.2           Right
of Contribution. Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate
share of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other
Guarantor hereunder which has not paid its proportionate share of such payment. Each Guarantor’s right of contribution shall
be subject to the terms and conditions of Section 2.3. The provisions of this Section 2.2 shall in no respect limit
the obligations and liabilities of any Guarantor to the Collateral Agent and the other Secured Parties, and each Guarantor shall
remain liable to the Collateral Agent and the other Secured Parties for the full amount guaranteed by such Guarantor hereunder.


 


2.3           No
Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor
by the Collateral Agent or any other Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the
Collateral Agent or any other Secured Party against the Borrower or any other Guarantor or any collateral security or guarantee
or right of offset held by the Collateral Agent or any other Secured Party for the payment of the Borrower Obligations, nor shall
any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect
of payments made by such Guarantor hereunder, until all amounts owing to the Collateral Agent and the other Secured Parties by
the Borrower on account of the Borrower Obligations shall have been paid in full (other than contingent or indemnification obligations
not then asserted or due), no Letter of Credit (that is not cash collateralized or backstopped to the reasonable satisfaction of
the Issuing Lender or purchasing Lender, as applicable, in respect thereof) shall be outstanding and the Commitments shall have
been terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of such
Borrower Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Collateral
Agent and the other Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor,
be turned over to the Collateral Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Collateral
Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Collateral
Agent may determine.


 




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2.4           Amendments,
etc. with respect to the Borrower Obligations. To the fullest extent permitted by applicable law, each Guarantor shall remain
obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further
assent by any Guarantor, any demand for payment of any of the Borrower Obligations made by the Collateral Agent or any other Secured
Party may be rescinded by the Collateral Agent or such other Secured Party and any of the Borrower Obligations continued, and the
Borrower Obligations, or the liability of any other Person upon or for any part thereof, or any collateral security or guarantee
therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified,
accelerated, compromised, waived, surrendered or released by the Collateral Agent or any other Secured Party, and the Credit Agreement
and the other Loan Documents and any other documents executed and delivered in connection therewith may be amended, restated, amended
and restated, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders,
the Majority Facility Lenders in respect of the Revolving Facility, the Majority Facility Lenders in respect of the Term Facility
or all Lenders, as the case may be) may reasonably deem advisable from time to time, and any collateral security, guarantee or
right of set-off at any time held by the Collateral Agent or any other Secured Party for the payment of the Borrower Obligations
may be sold, exchanged, waived, surrendered or released. Neither the Collateral Agent nor any other Secured Party shall have any
obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Borrower Obligations or for
the guarantee contained in this Section 2 or any property subject thereto.


 


2.5           Guarantee
Absolute and Unconditional. To the fullest extent permitted by applicable law, each Guarantor waives any and all notice of
the creation, renewal, extension or accrual of any of the Borrower Obligations and notice of or proof of reliance by the Collateral
Agent or any other Secured Party upon the guarantee contained in this Section 2 or acceptance of the guarantee contained
in this Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted
or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all
dealings between the Borrower and any of the Guarantors, on the one hand, with respect to the Loan Documents and the Collateral
Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated
in reliance upon the guarantee contained in this Section 2. To the fullest extent permitted by applicable law, each Guarantor
waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of
the Guarantors with respect to the Borrower Obligations. Each Guarantor understands and agrees that the guarantee of such Guarantor
contained in this Section 2, to the fullest extent permitted by applicable law, shall be construed as a continuing, absolute
and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement or any other
Loan Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect
thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim
(other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower or any other
Person against the Collateral Agent or any other Secured Party, or (c) any other circumstance whatsoever (other than a defense
of payment or performance) (with or without notice to or knowledge of the Borrower or any Guarantor) which constitutes, or might
be construed to constitute, an equitable or legal discharge of the Borrower from the Borrower Obligations, or of such Guarantor
under the guarantee of such Guarantor contained in this Section 2, in bankruptcy or in any other instance. When making any
demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent or any other
Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as
it may have against the Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the
Borrower Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured
Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other
Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset,
or any release of the Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of
offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and
remedies, whether express, implied or available as a matter of law, of the Collateral Agent or any other Secured Party against
any Guarantor. For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedings.


 




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2.6           Reinstatement.
The guarantee contained in this Section 2 shall continue to be effective, or be reinstated, as the case may be, if at any
time payment, or any part thereof, of any of the Borrower Obligations is rescinded or must otherwise be restored or returned by
the Collateral Agent or any other Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of
the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee
or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such
payments had not been made.


 


2.7           Payments.
Each Guarantor hereby guarantees that payments hereunder will be paid to the Collateral Agent (x) without set-off or counterclaim
in Dollars at the Funding Office and (y) free and clear of, and without deduction for, any Taxes, except as required by law, on
the same terms and to the same extent that payments by the Borrower are required to be made pursuant to the terms of Section
2.20 of the Credit Agreement, applying the provisions of Section 2.20 of the Credit Agreement to such Guarantor and
the Collateral Agent mutatis mutandis.


 


2.8           Information.
Each Guarantor (a) assumes all responsibility for being and keeping itself informed of the financial condition and assets of the
Borrower and each other Loan Party, and of all other circumstances bearing upon the risk of nonpayment of the Borrower Obligations
and the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and (b) agrees that none of the
Administrative Agent or the other Secured Parties will have any duty to advise such Guarantor of information known to it or any
of them regarding such circumstances or risks.


 


2.9           Keepwell.
Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such
funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under the guarantee
contained in this Section 2 in respect of Hedge Guarantee Obligations (provided, however, that each Qualified ECP Guarantor
shall only be liable under this Section 2.9 for the maximum amount of such liability that can be hereby incurred without
rendering its obligations under this Section 2.9, or otherwise under the guarantee contained in this Section 2, voidable
under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations
of each Qualified ECP Guarantor under this Section shall remain in full force and effect so long as the guarantee contained in
this Section 2 shall remain in full force and effect. Each Qualified ECP Guarantor intends that this Section 2.9
constitute, and this Section 2.9 shall be deemed to constitute, a “keepwell, support, or other agreement” for
the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 




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SECTION
3.          GRANT OF SECURITY INTEREST


 


3.1           Grant
of Security Interests. Each Grantor (other than Holdings, except with respect to item (j) of this Section 3.1) hereby
grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in all of the following property
now owned or at any time hereafter acquired or created by such Grantor or in which such Grantor now has or at any time in the future
may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt
and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s
Obligations:


 


(a)
all Accounts;


 


(b)
all Chattel Paper;


 


(c)
all Deposit Accounts;


 


(d)
all Documents;


 


(e)
all Equipment;


 


(f)
all Fixtures;


 


(g)
all General Intangibles;


 


(h)
all Goods not covered by the other clauses of this Section 3;


 


(i)
all Instruments, including the Pledged Notes;


 


(j)
all Pledged Stock;


 


(k)
all Intellectual Property;


 


(l)
all Inventory;


 


(m)
all Investment Property;


 


(n)
all Letter of Credit Rights;


 


(o)
all Commercial Tort Claims described on Schedule 5 and on any supplement thereto received by the Collateral Agent;


 


(p)
all other tangible and intangible personal property not otherwise described above;


 


(q)
all books and records pertaining to the Collateral; and


 


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


 




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provided, however, that notwithstanding
any of the other provisions set forth in this Section 3.1, this Agreement shall not constitute a grant of a security interest
in (i) any leasehold interest of any Grantor in real property, (ii) any Vehicles, (iii) any property to the extent that such grant
of a security interest is (A) prohibited by any Requirements of Law of a Governmental Authority, (B) requires a consent not obtained
of any Governmental Authority pursuant to such Requirement of Law or (C) prohibited by, or constitutes a breach or default under
or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other
document evidencing or giving rise to or otherwise related to such property or, in the case of any Investment Property, any Pledged
Security, any applicable shareholder or similar agreement, except to the extent that such Requirement of Law or the term in such
contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition,
breach, default or termination or requiring such consent is ineffective under applicable law (provided that, the foregoing
exclusions of this clause (iii) shall in no way be construed (A) to apply to the extent that any described prohibition is unenforceable
under Section 9-406, 9-407, 9-408, or 9-409 of the UCC or other applicable law, (B) to limit, impair, or otherwise affect the Collateral
Agent’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (x) monies due or
to become due under any described contract, lease, permit, license, charter or license agreement (including any Accounts), or (y)
any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, charter, or license
agreement, or (C) to apply to the extent that any consent or waiver has been obtained that would permit the security interest notwithstanding
the prohibition), (iv) the Capital Stock of any Person (other than wholly-owned Restricted Subsidiaries) to the extent prohibited
by the terms of such Person’s organizational or joint venture documents, (v) Letter-of-Credit Rights with a value of less
than $500,000 individually or $1,000,000 in the aggregate, (vi) Commercial Tort Claims with a value of less than $500,000 individually
or $1,000,000 in the aggregate, (vii) any assets to the extent a security interest in such assets would result in material adverse
tax consequences (including as a result of the operation of Section 956 of the Code or any similar Law in any applicable jurisdiction)
as reasonably determined by the Borrower in writing in consultation with the Collateral Agent, (viii) any Excluded Accounts, (ix)
with respect to any Trademark, any “intent-to-use” Trademark applications prior to the filing and acceptance of a “Statement
of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the
period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such “intent-to-use”
Trademark application or any registration issuing therefrom under applicable U.S. federal law, or (x) any specifically identified
asset with respect to which the Collateral Agent and the Borrower shall have reasonably determined that the cost of obtaining or
perfecting a security interest therein outweighs the benefit of a security interest to the Secured Parties afforded thereby. It
is hereby understood and agreed that any Property described in the preceding proviso as being expressly excluded from the security
interest created hereby, and any Property that is otherwise expressly excluded from clauses (a) through (r) above, shall be excluded
from the definition of “Collateral”.


 


For the avoidance of doubt, and notwithstanding
anything to the contrary in this Agreement or any other Loan Document, Holdings has not, and shall not be deemed to have, granted
a security interest in any of its Property now owned or hereafter acquired, except for the Pledged Stock in the Borrower now owned
or hereafter acquired by it.


 


SECTION
4.          REPRESENTATIONS AND WARRANTIES


 


To induce the Lenders
and the other Secured Parties to enter into the Credit Agreement and to induce the Lenders to make their respective extensions
of credit to the Borrower, each Guarantor and each Grantor hereby represents and warrants to the Collateral Agent and each other
Secured Party that:


 


4.1           Representations
in Credit Agreement. In the case of each Guarantor, the representations and warranties set forth in Section 4 of the
Credit Agreement to the extent they refer to such Guarantor or to the Loan Documents to which such Guarantor is a party, each of
which is hereby incorporated herein by reference, are true and correct in all material respects, and the Collateral Agent and each
other Secured Party shall be entitled to rely on each of them as if they were fully set forth herein; provided that each
reference in each such representation and warranty to Holdings’ or the Borrower’s knowledge shall, for the purposes
of this Section 4.1, be deemed to be a reference to such Guarantor’s knowledge.


 




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4.2           Title;
No Other Liens. Except as otherwise permitted under Section 7.3 of the Credit Agreement, such Grantor owns or has
rights in each item of the Collateral free and clear of any and all Liens. Except as otherwise permitted under Section 7.3
of the Credit Agreement, no financing statement or other public notice with respect to all or any part of the Collateral is on
file or of record in any public office except financing statements that have been filed without the consent of the Grantor. For
the avoidance of doubt, it is understood and agreed that any Grantor may, as part of its ordinary course of business, grant licenses
to third parties to use Intellectual Property owned, licensed or developed by a Grantor, such licenses to be on fair market value
terms. For purposes of this Agreement and the other Loan Documents, such licensing activity shall not constitute a “Lien”
on such Intellectual Property. The Collateral Agent and each other Secured Party understands that any such license may be exclusive
to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Agent to utilize, sell,
lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto;
provided, in each case, that such licenses are granted in the ordinary course of business.


 


4.3           Names;
Jurisdiction of Organization; Chief Executive Office. On the date hereof, such Grantor’s full and correct legal name,
jurisdiction of organization and identification number from its jurisdiction of organization (if any) are specified on Schedule
3.


 


4.4           Pledged
Stock. On the date hereof, the shares of Pledged Stock pledged by such Grantor hereunder:


 


(a)
with respect to the shares of Pledged Stock issued by the Borrower or any Restricted Subsidiary, have been duly authorized, validly
issued and are fully paid and non-assessable, to the extent such concepts are applicable; and


 


(b)
constitute all the issued and outstanding shares of all classes of the Capital Stock of each Issuer (other than any Unrestricted
Subsidiary) owned by such Grantor or (x) in the case of Foreign Subsidiary Voting Stock or voting Capital Stock of a FSHCO,
65% of such outstanding Foreign Subsidiary Voting Stock or FSHCO voting Capital Stock, as applicable, and (y) in the case
of shares of non-voting Capital Stock of any Foreign Subsidiary or FSHCO, 100% of such issued and outstanding shares of each relevant
Issuer (other than any Unrestricted Subsidiary).


 


4.5           Pledged
Notes. Schedule 2 sets forth a complete and correct list of all promissory notes (other than any held in a Securities
Account listed on Schedule 6) held by the Borrower or any of the Subsidiary Guarantors on the date hereof having a principal
amount in excess of $500,000 individually or $1,000,000 in the aggregate.


 


4.6           Intellectual
Property.


 


(a)
Schedule 4(a) lists all registered or applied for Intellectual Property owned by the Borrower and each Subsidiary Guarantor
in its own name on the date hereof.


 


(b)
Schedule 4(b) sets forth all Intellectual Property licenses under which a Grantor is an exclusive licensee or licensor on
the date hereof.


 


4.7           Commercial
Tort Claims. The only Commercial Tort Claims of the Borrower or any of the Subsidiary Guarantors existing on the date hereof
with a value in excess of $500,000 or $1,000,000 in the aggregate (regardless of whether the defendant or other material facts
can be determined and regardless of whether such Commercial Tort Claim has been asserted, threatened or has otherwise been made
known to the obligee thereof or whether litigation has been commenced for such claims) are, to the knowledge of the applicable
Grantor, those listed on Schedule 5, which sets forth such information separately for each such Grantor in a manner that
reasonably identifies each such Commercial Tort Claim.


 




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4.8           Accounts.
Schedule 6 sets forth a complete and correct list of all Deposit Accounts (other than Excluded Accounts referenced in clauses
(b) through (d) of the definition of “Excluded Accounts”) and Securities Accounts (other than Excluded Accounts referenced
in clauses (b) through (d) of the definition of “Excluded Accounts”) of the Borrower and the Subsidiary Guarantors.


 


SECTION
5.          COVENANTS


 


Each Guarantor and
each Grantor hereby agrees that, so long as so long as the Commitments remain in effect, any Letter of Credit remains outstanding
(that has not been Cash Collateralized or backstopped) or any Loan or other amount is owing to any Lender or any Agent under the
Credit Agreement (other than contingent or indemnification obligations not then asserted or due):


 


5.1           Covenants
in Credit Agreement. In the case of each Guarantor, to the extent applicable, such Guarantor shall take, or shall refrain from
taking, as the case may be, each action that is necessary to be taken or not taken, as the case may be, so that no Default or Event
of Default is caused by the failure to take such action or to refrain from taking such action by such Guarantor or any of its Subsidiaries
(other than any Unrestricted Subsidiary).


 


5.2           Investment
Property. (a) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of
this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable
to it and (ii) the terms of Sections 6.3(c), 6.3(d), 6.7 and 6.8 shall apply to it, mutatis mutandis,
with respect to all actions that may be required of it pursuant to Section 6.3(c), 6.3(d), 6.7 or 6.8
with respect to the Pledged Securities issued by it.


 


(b)
To the extent any Pledged Stock (x) constitutes interests in any limited liability company or limited partnership controlled now
or in the future by any Grantor and (y) is a “Security” within the meaning of Article 8 of the UCC and is governed
by Article 8 of the UCC, such interest shall be certificated and each such interest shall at all times hereafter continue to be
such a security and represented by such certificate. Each Grantor further acknowledges and agrees that with respect to such interest
in any limited liability company or limited partnership controlled now or in the future by such Grantor and pledged hereunder that
is not a “Security” within the meaning of Article 8 of the UCC, such Grantor shall at no time elect to treat any such
interest as a “Security” within the meaning of Article 8 of the UCC, nor shall such interest be represented by a certificate,
unless such Grantor provides prior written notification to the Collateral Agent of such election and such interest is thereafter
represented by a certificate that is promptly delivered to the Collateral Agent pursuant to the terms hereof.


 


(c)
To the extent that any Pledged Security is a Certificated Security or an Instrument or is an Uncertificated Security that becomes
a Certificated Security or Instrument, the applicable Grantor shall promptly deliver such certificates or Instruments evidencing
such Pledged Securities to the Collateral Agent together with stock powers or indorsements thereof reasonably satisfactory to the
Collateral Agent.


 




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5.3           Commercial
Tort Claims. If any Grantor shall at any time after the date of this Agreement acquire or become the beneficiary of a Commercial
Tort Claim (regardless of whether the defendant or other material facts can be determined
and regardless of whether such Commercial Tort Claim has been asserted, threatened or has otherwise been made known to the obligee
thereof or whether litigation has been commenced for such claims) having a value in excess of $500,000 individually or $1,000,000
in the aggregate, such Grantor shall promptly provide the Collateral Agent with an amended Schedule 5 hereto describing
the details thereof in a manner that reasonably identifies such Commercial Tort Claim and which is otherwise reasonably satisfactory
to the Collateral Agent, and hereby authorizes the filing of additional financing statements or amendments to existing financing
statements describing such Commercial Tort Claim, and agrees to do such other acts or things reasonably deemed necessary or desirable
by the Collateral Agent to provide a perfected security interest in any such Commercial Tort Claim. Any supplement to Schedule
5 delivered pursuant to this Section 5.3 shall, after the receipt thereof by the Collateral Agent, become part of Schedule
5 for all purposes hereunder other than in respect of representations and warranties made prior to the date of such receipt.


 


5.4           Maintenance
of Perfected Security Interest; Defense of Claims. Each Grantor agrees to promptly (but in no event later than 30 days from
the date of such change occurring) notify the Collateral Agent of any change (i) in its legal name, (ii) in the identity or type
of organization or corporate structure of any Grantor, (iii) in the jurisdiction of organization of any Grantor, (iv) in the “location”
(as determined in accordance with Section 9-307 of the UCC) of any Grantor or (v) in the organizational identification number of
any Grantor. Each Grantor agrees to promptly deliver all documents and take all actions reasonably requested by the Collateral
Agent in connection with all filings under the UCC or other applicable Law that are required in order for the Collateral Agent
to continue at all times following such change to have a valid, legal and perfected (to the extent perfection of the security interest
in such property is required by the terms hereof), security interest (subject only to Liens permitted under the Credit Agreement
and having priority by operation of applicable Law) in the Collateral for its benefit and the benefit of the other Secured Parties.


 


5.5           Intellectual
Property Security Agreements. With respect to its Intellectual Property, each Grantor agrees to execute, or otherwise authenticate,
and deliver to the Collateral Agent, an agreement in substantially the form set forth in Annex II hereto or otherwise in form and
substance reasonably satisfactory to the Collateral Agent (an “Intellectual Property Security Agreement”) (together
with appropriate supporting documentation as may be reasonably requested by the Collateral Agent), for recording the security interest
granted hereunder to the Collateral Agent in such Intellectual Property in the U.S. Patent and Trademark Office and the U.S. Copyright
Office and any other U.S. state or local governmental authorities as the Collateral Agent may deem necessary in its reasonable
judgment and requests hereunder to perfect the security interest hereunder in such Intellectual Property.


 


SECTION
6.          REMEDIAL PROVISIONS


 


6.1           Certain
Matters Relating to Receivables.


 


(a)
At any time during the continuance of an Event of Default, upon the Collateral Agent’s reasonable request and at the expense
of the relevant Grantor, such Grantor shall use commercially reasonable efforts to cause independent public accountants or others
satisfactory to the Collateral Agent to furnish to the Collateral Agent reports showing reconciliations, aging and test verifications
of, and trial balances for, the Receivables.


 


(b)
If required by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments
of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within three Business Days) deposited
by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, in a Collateral
Account maintained under the sole dominion and control of the Collateral Agent, subject to withdrawal by the Collateral Agent for
the account of the Collateral Agent and the other Secured Parties only as provided in Section 6.6 and (ii) until so turned
over, shall be held by such Grantor in trust for the Collateral Agent and the other Secured Parties, segregated from other funds
of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail
the nature and source of the payments included in the deposit.


 




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(c)
If an Event of Default has occurred and is continuing and at the Collateral Agent’s request, each Grantor shall deliver to
the Collateral Agent all documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables,
including, without limitation, all orders, invoices and shipping receipts.


 


6.2           Communications
with Grantors; Grantors Remain Liable.


 


(a)
Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, each
Grantor shall notify obligors on the Receivables that such Receivables have been assigned to the Collateral Agent for the ratable
benefit of the Collateral Agent and the other Secured Parties and that payments in respect of such Receivables shall be made directly
to the Collateral Agent.


 


(b)
Anything herein to the contrary notwithstanding, each Grantor shall remain liable under the Receivables (or any agreements giving
rise thereto) to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance
with the terms of any agreement giving rise thereto. Neither the Collateral Agent nor any other Secured Party shall have any obligation
or liability under any Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt
by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other
Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Receivable (or
any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment
received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action
to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled
at any time or times.         


 


6.3           Pledged
Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Collateral Agent shall have given
notice to the relevant Grantor of the Collateral Agent’s intent to exercise its corresponding rights pursuant to Section
6.3(b), each Grantor shall be permitted to receive all dividends or other payments, distributions or other Proceeds paid in
respect of the Pledged Stock and all payments made in respect of the Pledged Notes to the extent permitted in the Credit Agreement,
and to exercise all voting and corporate or other organizational rights with respect to the Pledged Securities.


 


(b)
If an Event of Default shall occur and be continuing and the Collateral Agent shall give notice to the relevant Grantor or Grantors
of its intent to exercise such rights, (i) unless otherwise provided in the Credit Agreement, the Collateral Agent shall have
the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities of such Grantor
or Grantors and make application thereof to the Obligations in the order set forth in Section 6.6 and (ii) any or all of
the Pledged Securities of such Grantor or Grantors shall be registered in the name of the Collateral Agent or its nominee, and
the Collateral Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged
Securities at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion,
exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute
owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon
the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer,
or upon the exercise by any Grantor or the Collateral Agent of any right, privilege or option pertaining to such Pledged Securities,
and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary,
transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all
without liability except to account for property actually received by it, but the Collateral Agent shall have no duty to any Grantor
to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing unless
the Collateral Agent has given notice of its intent to exercise as set forth above.


 




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(c)
Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to comply
with any instruction received by it from the Collateral Agent in writing that (x) states that an Event of Default has occurred
and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions
from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying.


 


(d)
After all Events of Default have been cured or waived in accordance with the provisions of the Credit Agreement, and so long as
the Borrower Obligations shall not have been accelerated, (i) each Grantor shall have the right to exercise the voting, corporate
and other rights pertaining to such Pledged Securities that it would have otherwise been entitled to and receive all dividends,
payments, or other Proceeds paid in respect of the Pledged Securities which it would be authorized to receive and retain, in each
case, pursuant to Section 6.3(a), and, to the extent necessary, the Collateral Agent shall deliver a proxy in favor of such
Grantor evidencing the same and (ii) to the extent that the Collateral Agent has exercised its rights under Section 6.3(b)(ii),
the Collateral Agent shall, promptly after the written request of the applicable Grantor, cause such Pledged Securities to be registered
in the name of such Grantor to the extent such Grantor or its nominees holds an interest in such Collateral at such time.


 


6.4           Intellectual
Property.


 


(a)          Without
limiting any rights of the Collateral Agent under the Loan Documents, for the purpose of enabling the Collateral Agent to exercise
rights and remedies under Section 6, solely during such time as the Collateral Agent shall be lawfully entitled to exercise
such rights and remedies, and at no other time and for no other purpose, each Grantor hereby grants to the Collateral Agent, to
the extent permitted by law, an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation
to such Grantor) under the Intellectual Property now owned or hereafter acquired or created by such Grantor, wherever the same
may be located; provided, however, that nothing in this Section 6.4 shall require a Grantor to grant any license
that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results
in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement,
instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property; provided,
further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality
standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such
Trademarks.


 




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(b)          Notwithstanding
anything contained herein to the contrary, but subject to the provisions of Section 7.5 of the Credit Agreement that
limit the rights of the Grantors to dispose of their property but subject to the Collateral Agent’s exercise of its rights
and remedies under Section 6, the Grantors will be permitted to exploit, use, enjoy, protect, license, sublicense, assign,
sell, dispose of or take other actions with respect to the Intellectual Property in the ordinary course of the business of the
Grantors. Subject to the foregoing, the Grantors (or their licensees or sublicensees) shall not do any act or omit to do any act
whereby any material Intellectual Property may become invalidated or otherwise impaired. In furtherance of the foregoing, so long
as no Event of Default shall have occurred and be continuing, the Collateral Agent shall from time to time, upon the request of
the respective Grantor (through the Borrower), execute and deliver any instruments, certificates or other documents, in the form
so requested, that such Grantor (through the Borrower) shall have certified are appropriate in its judgment to allow it to take
any action permitted above (including relinquishment of the license provided pursuant to clause (a) immediately above as to
any specific Intellectual Property). Further, upon the payment in full in cash of all of the Obligations (other than contingent
or indemnification obligations not then asserted or due) and cancellation or termination of all Commitments and Letters of Credit
(that are not cash collateralized or backstopped to the reasonable satisfaction of the Issuing Lender or purchasing Lender, as
applicable, in respect thereof) or earlier expiration of this Agreement or release of the Collateral, the license granted pursuant
to clause (a) immediately above shall terminate and become null and void. Notwithstanding the foregoing, the exercise of rights
and remedies under Section 6 by the Collateral Agent shall not terminate the rights of the holders of any licenses
or sublicenses theretofore granted by the Grantors in accordance with the first sentence of this clause (b).


 


(c)          If
at any time the Trademarks within the Collateral contain any “intent-to-use” applications, the Collateral Agent shall
refrain from exercising any of its rights under Section 6, solely to the extent such exercise would invalidate or cause
a Grantor to abandon any such applications.


 


6.5           Proceeds
to be Turned over to Collateral Agent. If an Event of Default shall have occurred and be continuing and the Loans shall have
been accelerated pursuant to Section 8 of the Credit Agreement, all Proceeds received by any Grantor consisting of cash,
checks and other near-cash items shall be held by such Grantor in trust for the Collateral Agent and the other Secured Parties,
segregated from other funds of such Grantor, and shall, promptly upon receipt by such Grantor, be turned over to the Collateral
Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral Agent, if required). All Proceeds
received by the Collateral Agent hereunder shall be held by the Collateral Agent in a Collateral Account maintained under its sole
dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for
the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all of the Obligations
and shall not constitute payment thereof until applied as provided in Section 6.6.


 


6.6           Application
of Proceeds. If an Event of Default shall have occurred and be continuing and the Loans shall have been accelerated pursuant
to Section 8 of the Credit Agreement, the Collateral Agent shall apply all or any part of Proceeds constituting Collateral
and any proceeds of the guarantee set forth in Section 2, after deducting all reasonable costs and expenses of every kind
incurred in connection therewith or incidental to the care or safekeeping of any Collateral or otherwise reasonably relating to
the Collateral or the rights of the Collateral Agent and any other Secured Party hereunder, in payment of the Obligations, and
shall make any such application in accordance with Section 2.18(h) of the Credit Agreement, and only after such application
and after the payment by the Collateral Agent of any other amount required by any Requirement of Law, need the Collateral Agent
account for the surplus, if any, to any Grantor.


 




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6.7           UCC
and Other Remedies. If an Event of Default shall have occurred and be continuing, the Collateral Agent, on behalf of itself,
the Administrative Agent and the Lenders, may exercise, in addition to all other rights and remedies granted to them in this Agreement
and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured
party under the UCC or any other applicable law. Without limiting the generality of the foregoing, if an Event of Default shall
have occurred and be continuing, the Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement
or notice of any kind (except any notice required by law referred to below or notices otherwise provided in the Loan Documents)
to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived
unless otherwise provided in the Loan Documents), may in such circumstances forthwith collect, receive, appropriate and realize
upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise
dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public
or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any Lender or elsewhere upon
such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future
delivery without assumption of any credit risk. Any Agent or any Lender 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 the whole or any part of the Collateral so
sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor
further agrees, at the Collateral Agent’s request, if an Event of Default shall have occurred and be continuing, to assemble
the Collateral and make it available to the Collateral Agent at places which the Collateral Agent shall reasonably select, whether
at such Grantor’s premises or elsewhere. The Collateral Agent shall apply the net proceeds of any action taken by it pursuant
to this Section 6.7, after deducting all reasonable out-of-pocket costs and expenses of every kind actually incurred in
connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral
or the rights of the Collateral Agent and the Lenders hereunder, including, without limitation, reasonable attorneys’ fees
and disbursements, to the payment in whole or in part of the Obligations, in accordance with Section 2.18(h) of the Credit Agreement,
and only after such application and after the payment by the Collateral Agent of any other amount required by any provision of
law, including, without limitation, Section 9-615(a)(3) of the UCC, need the Collateral Agent account for the surplus, if any,
to any Grantor. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall
be deemed reasonable and proper if given at least 10 days before such sale or other disposition.


 


6.8           Private
Sales. Each Grantor recognizes that the Collateral Agent may be unable to effect a public sale of any or all the Pledged Stock,
by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be
compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among
other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale
thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than
if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have
been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any of the
Pledged Stock for the period of time necessary to permit the Issuer thereof to register such securities for public sale under the
Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so.


 


6.9           Deficiency.
Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient
to pay its Obligations and the reasonable fees and disbursements of any attorneys employed by the Collateral Agent to collect such
deficiency. After the Collateral Agent shall apply all or any part of Proceeds constituting Collateral and any proceeds of the
guarantee set forth in Section 2, after deducting all reasonable costs and expenses of every kind incurred in connection
therewith or incidental to the care or safekeeping of any Collateral or otherwise reasonably relating to the Collateral or the
rights of the Collateral Agent and any other Secured Party hereunder, in payment of the Obligations, and shall make any such application
in accordance with Section 2.18(h) of the Credit Agreement, and only after such application and after the payment by the
Collateral Agent of any other amount required by the Loan Documents or any Requirement of Law, the Collateral Agent shall return
the surplus, if any, to the Grantors or to whomever a court of competent jurisdiction shall determine is entitled thereto.


 




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SECTION
7.          THE COLLATERAL AGENT


 


7.1           Collateral
Agent’s Appointment as Attorney-in-Fact, etc.


 


(a)
Each Grantor hereby irrevocably constitutes and appoints the Collateral Agent and any officer or agent thereof, with full power
of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such
Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, to take
any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish
the purposes of this Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral
Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following
after written notice by the Collateral Agent of its intent to do so (provided that anything in this Section 7.1(a)
to the contrary notwithstanding, the Collateral Agent agrees that it will not exercise any rights under the power of attorney provided
for in this Section 7.1(a) unless an Event of Default shall have occurred and be continuing):


 


(i)          in
the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances
or other instruments for the payment of moneys due under any Receivable or with respect to any other Collateral and file any claim
or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for
the purpose of collecting any and all such moneys due under any Receivable or with respect to any other Collateral whenever payable;


 


(ii)         in
the case of any Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments, documents and
papers as the Collateral Agent may request to evidence and/or perfect the Secured Parties’ security interest in such Intellectual
Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby;


 


(iii)        pay
or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or provide any insurance
called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof;


 


(iv)        execute,
in connection with any sale provided for in Section 6.7 or 6.8, any indorsements, assignments or other instruments
of conveyance or transfer with respect to the Collateral; and


 


(v)         (1)  direct
any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder
directly to the Collateral Agent or as the Collateral Agent shall direct; (2)  ask or demand for, collect, and receive payment
of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out
of any Collateral; (3)  sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts,
drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral; (4)  commence
and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral
or any portion thereof and to enforce any other right in respect of any Collateral; (5)  defend any suit, action or proceeding
brought against such Grantor with respect to any Collateral; (6) settle, compromise or adjust any such suit, action or proceeding
and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate; (7) assign any Copyright,
Patent or Trademark (along with the goodwill of the business to which any such Trademark pertains), throughout the world for such
term or terms, on such conditions, and in such manner, as the Collateral Agent shall in its sole discretion determine; and (8)
generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully
and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent’s
option and such Grantor’s expense, at any time, or from time to time, all acts and things which the Collateral Agent deems
necessary to protect, preserve or realize upon the Secured Parties’ security interests therein and to effect the intent of
this Agreement, all as fully and effectively as such Grantor might do.


 




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(b)
If any Grantor fails to perform or comply with any of its agreements contained herein, the Collateral Agent, at its option, but
without any obligation so to do, may give such Grantor written notice of such failure to perform or comply and if such Grantor
fails to perform or comply within three Business Days of receiving such notice (or if the Collateral Agent reasonably determines
that irreparable harm to the Collateral or to the security interest of the Secured Parties hereunder could result prior to the
end of such three-Business Day period), then the Collateral Agent may perform or comply, or otherwise cause performance or compliance,
with such agreement.


 


(c)
Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations
and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and
the security interests created hereby are released.


 


7.2           Duty
of Collateral Agent. To the extent permitted by law, the Collateral Agent’s sole duty with respect to the custody, safekeeping
and physical preservation of the Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with
it in the same manner as the Collateral Agent deals with similar property for its own account. None of the Collateral Agent, any
other Secured Party or any of their respective officers, directors, employees or agents shall be liable for failure to demand,
collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise
dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard
to the Collateral or any part thereof. The powers conferred on the Collateral Agent and the other Secured Parties hereunder are
solely to protect the Collateral Agent’s and the other Secured Parties’ interests in the Collateral and shall not impose
any duty upon the Collateral Agent or any other Secured Party to exercise any such powers. The Collateral Agent and the other Secured
Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither
they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act
hereunder, except for their own gross negligence or willful misconduct or that of their directors, officers, employees or agents.


 


7.3           Execution
of Financing Statements; Control Agreements.


 


(a)           Pursuant
to any applicable law, each Grantor authorizes the Collateral Agent to file or record financing statements and other filing or
recording documents or instruments with respect to the Collateral without the signature of such Grantor in such form and in such
offices as the Collateral Agent reasonably determines appropriate to perfect the security interests of the Collateral Agent (for
the benefit of the Secured Parties) under this Agreement and the Collateral Agent agrees to promptly furnish copies of any such
filing or recording documents or instruments to the applicable Grantor. Each Grantor authorizes the Collateral Agent to use the
collateral description “all personal property” or any similar phrase in any such financing statements. Notwithstanding
anything to the contrary contained herein or in any other Loan Document, in connection with any Indebtedness or Lien permitted
to be incurred by the Loan Documents or permitted by the Required Lenders, the Collateral Agent shall (without notice to, or vote
or consent of, any Lender, any Hedge Counterparty that is a party to any Specified Hedge Agreement or any Cash Management Counterparty
that is a party to any Cash Management Document) deliver or authorize the filing of an amendment to any financing statement in
favor of the Collateral Agent covering the Collateral to the extent necessary to permit the incurrence of such Indebtedness or
Lien and to the extent deemed reasonably necessary by each of the Collateral Agent and the Borrower; provided that such
amendment shall not materially detract from the value of the Collateral


 




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(b)           The
delivery of executed control agreements with respect to any Deposit Accounts, Securities Accounts and Commodities Accounts other
than Excluded Accounts shall be required (i) within 30 days of the Closing Date or (ii) 30 days after the date on which any such
account fails to be an Excluded Account, or, in each case, by such later date as the Collateral Agent may in its sole discretion
determine. The Collateral Agent agrees with each Grantor that, in the case of any Deposit Account, Securities Account or Commodities
Account subject to the Collateral Agent’s “control” pursuant to a control agreement, the Collateral Agent shall
not give any instructions, entitlement orders or directions directing or preventing the disposition or withdrawal of funds, securities
or other property therein unless, in each case, an Event of Default has occurred and is continuing.


 


7.4           Authority
of Collateral Agent. Each Grantor acknowledges that the rights and responsibilities of the Collateral Agent under this Agreement
with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option,
voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall,
as among the Collateral Agent and the other Secured Parties, be governed by the Credit Agreement and by such other agreements with
respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Grantors, the Collateral
Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain
from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority.


 


SECTION
8.          MISCELLANEOUS


 


8.1           Amendments
in Writing. None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except
in accordance with Section 10.1 of the Credit Agreement.


 


8.2           Notices.
All notices, requests and demands to or upon the Collateral Agent or any Grantor hereunder shall be effected in the manner provided
for in Section 10.2 of the Credit Agreement; provided that any such notice, request or demand to or upon any Guarantor
shall be addressed to such Guarantor at its notice address set forth on Schedule 1.


 


8.3           No
Waiver by Course of Conduct; Cumulative Remedies. Neither the Collateral Agent nor any Lender shall by any act (except by a
written instrument pursuant to Section 8.1 above), delay, indulgence, omission or otherwise be deemed to have waived any
right or remedy hereunder or to have acquiesced in any Default or Event of Default. No failure to exercise, nor any delay in exercising,
on the part of the Collateral Agent or any Lender, any right, power or privilege hereunder shall operate as a waiver thereof. No
single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. A waiver by the Collateral Agent or any Lender of any right or remedy hereunder
on any one occasion shall not be construed as a bar to any right or remedy which the Collateral Agent or such Lender would otherwise
have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and
are not exclusive of any other rights or remedies provided by law.


 




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8.4           Enforcement
Expenses; Indemnification. Each Guarantor agrees to pay, and to save the Collateral Agent and the Lenders harmless from, any
and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement
to the extent the Borrower would be required to do so pursuant to Section 10.5 of the Credit Agreement. The agreements in
this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and
the other Loan Documents.


 


8.5           Successors
and Assigns. This Agreement shall be binding upon the successors and assigns of each Grantor and shall inure to the benefit
of the Collateral Agent and the other Secured Parties and their successors and permitted assigns; provided that no Grantor
may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the
Collateral Agent (it being understood that Dispositions and fundamental changes permitted under the Credit Agreement shall not
be subject to this proviso).


 


8.6           Set-Off.
Each Grantor hereby irrevocably authorizes the Collateral Agent and each Lender at any time and from time to time, in each case,
while an Event of Default shall have occurred and be continuing, without notice to such Grantor or any other Grantor, any such
notice being expressly waived by each Grantor, to the extent permitted by applicable law, upon any amount becoming due and payable
by each Grantor (whether at the stated maturity, by acceleration or otherwise after the expiration of any applicable grace periods)
to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional
or final but excluding trust accounts), in any currency, and any other credits, indebtedness or claims, in any currency, in each
case whether direct or indirect, absolute or contingent (other than contingent or indemnification obligations not then asserted
or due), matured or unmatured, at any time held or owing by the Collateral Agent or such Lender to or for the credit or the account
of such Grantor. Each of the Collateral Agent and each Lender shall notify such Grantor promptly of any such set-off made by it
and the application made by it of the proceeds thereof, provided that the failure to give such notice shall not affect the
validity of such set-off and application.


 


8.7           Counterparts.
This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including
by telecopy or other electronic means), and all of said counterparts taken together shall be deemed to constitute one and the same
instrument.


 


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


 


8.9           Section
Headings. The Section headings used in this Agreement are for convenience of reference only and are not to affect the construction
hereof or be taken into consideration in the interpretation hereof.


 


8.10         Integration.
This Agreement and the other Loan Documents represent the agreement of the Grantors, the Collateral Agent and the other Secured
Parties with respect to the subject matter hereof and thereof.


 


8.11         GOVERNING
LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 




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8.12         Submission
to Jurisdiction; Waivers. Each party hereto hereby irrevocably and unconditionally:


 


(a)
submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to
which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the
courts of the State of New York located in New York County, the courts of the United States of America for the Southern District
of New York, and appellate courts from any thereof;


 


(b)
consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter
have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient
court and agrees not to plead or claim the same;


 


(c)
agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified
mail (or any substantially similar form of mail), postage prepaid, to such Grantor at its address referred to in Section 8.2
or at such other address of which the Collateral Agent shall have been notified pursuant thereto;


 


(d)
agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit
the right to sue in any other jurisdiction; and


 


(e)
waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding
referred to in this Section any special, exemplary, punitive or consequential damages.


 


8.13         Acknowledgements.
Each Grantor hereby acknowledges that:


 


(a)
it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents to which
it is a party;


 


(b)
neither the Collateral Agent nor any other Secured Party has any fiduciary relationship with or duty to any Grantor arising out
of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Grantors, on the one
hand, and the Collateral Agent and the other Secured Parties, on the other hand, in connection herewith or therewith is solely
that of debtor and creditor; and


 


(c)
no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated
hereby among the Collateral Agent and the other Secured Parties or among the Grantors and the Collateral Agent and the other Secured
Parties.


 


8.14         Additional
Grantors. Each Subsidiary of Holdings that is required to become a party to this Agreement pursuant to Section 6.8 of
the Credit Agreement shall become a Grantor for all purposes of this Agreement upon execution and delivery by such Subsidiary of
an Assumption Agreement in the form of Annex I hereto.


 




    	22



    	 



    

 


8.15         Releases.


 


(a)
At such time as the Loans, the Reimbursement Obligations and the other Obligations (other than Borrower Hedge Agreement and Cash
Management Obligations and contingent or indemnification obligations not then asserted or due) shall have been paid in full, the
Commitments shall have been terminated or expired and no Letter of Credit (that is not cash collateralized or backstopped to the
reasonable satisfaction of the Issuing Lender or purchasing Lender, as applicable, in respect thereof) shall be outstanding, the
Collateral shall be automatically released from the Liens created hereby, and this Agreement and all obligations (other than those
expressly stated to survive such termination) of the Collateral Agent and each Grantor hereunder shall terminate, all without delivery
of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. At the
request and sole expense of any Grantor following any such termination, the Collateral Agent shall assign, transfer and deliver
to such Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such documents as
such Grantor shall reasonably request to evidence such termination.


 


(b)
If any of the Collateral shall be sold, transferred or otherwise Disposed of by any Grantor in a transaction permitted by the Credit
Agreement or permitted by the Required Lenders, then (i) the security interest in any such Collateral shall be automatically released
to the extent that such Disposition does not (x) pertain to Capital Stock of the Borrower or any Subsidiary Guarantor or other
Collateral in the possession of the Collateral Agent or (y) involve the filing of amendments to or termination of any financing
statement or mortgage in favor of the Collateral Agent on behalf of the Secured Parties and (ii) the Collateral Agent, at the request
and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably necessary
or desirable for the release of the Liens created hereby on such Collateral. At the reasonable request and sole expense of the
Borrower, a Guarantor shall be released from its obligations hereunder in the event that all the Capital Stock of such Guarantor
shall be sold, transferred or otherwise Disposed of in a transaction permitted by the Credit Agreement or permitted by the Required
Lenders, or if such Guarantor shall be designated by the Borrower as an Unrestricted Subsidiary pursuant to Section 6.16
of the Credit Agreement, and the Collateral Agent will assign, transfer and deliver to the Borrower such of the applicable Collateral
concerning such Capital Stock as may then be in possession of the Collateral Agent and execute and deliver to the Borrower such
documents as the Borrower shall reasonably request to evidence the release of such Unrestricted Subsidiary of its obligations hereunder
or under any of the other Loan Documents.


 


8.16         WAIVER
OF JURY TRIAL. EACH GRANTOR AND, BY ACCEPTANCE OF THE BENEFITS HEREOF, EACH of the
Administrative Agent, the Collateral Agent and each OTHER SECURED PARTY, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL
BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.


 


(signature pages follow)


 




    	23



    	 



    

 





IN WITNESS WHEREOF,
each of the undersigned has caused this Agreement to be duly executed and delivered as of the date first above written. 


 





	 	ATLANTIC AVIATION FBO HOLDINGS LLC
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer
	 	 	 
	 	By:	/s/  Dan Reinheimer
	 	Name:  Dan Reinheimer
	 	Title: Chief Financial Officer
	 	 
	 	ATLANTIC AVIATION FBO INC.
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer
	 	 	 
	 	By:	/s/  Dan Reinheimer
	 	Name:  Dan Reinheimer
	 	Title: Chief Financial Officer
	 	 
	 	AAC SUBSIDIARY, LLC
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer
	 	 
	 	ACM PROPERTY SERVICES, LLC
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer
	 	 
	 	ATLANTIC AVIATION ALBUQUERQUE, INC.
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer







  


[guarantee
and collateral agreement]


 






    	 



    	 



    

 


	 	ATLANTIC AVIATION CORPORATION
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer
	 	 
	 	ATLANTIC AVIATION FLIGHT SUPPORT, INC.
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer
	 	 
	 	ATLANTIC AVIATION HOLDING COPORATION
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer
	 	 
	 	ATLANTIC AVIATION INVESTORS, INC
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer
	 	 
	 	ATLANTIC AVIATION OF SANTA MONICA, L.P.
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer
	 	 
	 	ATLANTIC AVIATION OREGON FBO INC.
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer


 


[guarantee
and collateral agreement]


 



    	 



    	 



    

 


	 	ATLANTIC AVIATION OREGON GENERAL AVIATION SERVICES INC.
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer
	 	 
	 	ATLANTIC AVIATION PHILADELPHIA, INC.
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer
	 	 
	 	ATLANTIC AVIATION STEWART LLC
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer
	 	 
	 	ATLANTIC SMO GP LLC
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer
	 	 
	 	ATLANTIC SMO HOLDINGS LLC
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer
	 	 
	 	AVIATION CONTRACT SERVICES, INC.
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer


 


[guarantee
and collateral agreement]


 



    	 



    	 



    




  


	 	BASI HOLDINGS, LLC
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer
	 	 
	 	BRAINARD AIRPORT SERVICES, INC.
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer
	 	 
	 	BRIDGEPORT AIRPORT SERVICES, INC.
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer
	 	 
	 	CHARTER OAK AVIATION, INC.
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer
	 	 
	 	COAI HOLDINGS, LLC
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer
	 	 
	 	CORPORATE WINGS-CGF, LLC
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer


 


[guarantee
and collateral agreement]


 



    	 



    	 



    




  


	 	EAGLE AVIATION RESOURCES, LTD.
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer
	 	 
	 	EXECUTIVE AIR SUPPORT, INC.
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer
	 	 
	 	FLIGHTWAYS OF LONG ISLAND, INC.
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer
	 	 
	 	GENERAL AVIATION HOLDINGS, LLC
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer
	 	 
	 	GENERAL AVIATION OF NEW ORLEANS, L.L.C.
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer
	 	 
	 	GENERAL AVIATION, L.L.C.
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer


 


[guarantee
and collateral agreement]


 



    	 



    	 



    




 


	 	ILG AVCENTER, INC.
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer
	 	 
	 	JET CENTER PROPERTY SERVICES, LLC
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer
	 	 
	 	JETSOUTH, LLC
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer
	 	 
	 	MACQUARIE AIRPORTS NORTH AMERICA INC.
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer
	 	 
	 	MACQUARIE AVIATION NORTH AMERICA 2 INC.
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer
	 	 
	 	MACQUARIE AVIATION NORTH AMERICA INC.
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer


 


[guarantee
and collateral agreement]


 






    	 



    	 



    

  


	 	MERCURY AIR CENTER-ADDISON, INC.
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer
	 	 
	 	MERCURY AIR CENTER-BAKERSFIELD, INC.
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer
	 	 
	 	MERCURY AIR CENTER-BIRMINGHAM, LLC
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer
	 	 
	 	MERCURY AIR CENTER-BURBANK, INC.
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer
	 	 
	 	MERCURY AIR CENTER-CHARLESTON, LLC
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer
	 	 
	 	MERCURY AIR CENTER-CORPUS CHRISTI, INC.
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer


  


[guarantee
and collateral agreement]


 








    	 



    	 



    

 


	 	MERCURY AIR CENTER-FT.WAYNE, LLC
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer
	 	 	 
	 	MERCURY AIR CENTER-JACKSON, LLC
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer
	 	 	 
	 	MERCURY AIR CENTER-JOHNS ISLAND, LLC
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer
	 	 	 
	 	MERCURY AIR CENTER-LOS ANGELES, INC.
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer
	 	 	 
	 	MERCURY AIR CENTER-NASHVILLE, LLC
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer
	 	 	 
	 	MERCURY AIR CENTER-NEWPORT NEWS, LLC
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer


 


[guarantee
and collateral agreement]


 




    	 



    	 



    

 


	 	MERCURY AIR CENTER-PEACHTREE-DEKALB, LLC
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer
	 	 	 
	 	MERCURY AIR CENTER-RENO, LLC
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer
	 	 	 
	 	MERCURY AIR CENTERS, INC.
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer
	 	 	 
	 	MERCURY AIR CENTER-SANTA BARBARA, INC.
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer
	 	 	 
	 	MERCURY AIR CENTER-TULSA, LLC
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer
	 	 	 
	 	NEWPORT FBO TWO LLC
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer


 


[guarantee
and collateral agreement]


 




    	 



    	 



    

 


	 	PALM SPRINGS FBO TWO LLC
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer
	 	 	 
	 	PRO-AIR AVIATION MAINTENANCE, LLC
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer
	 	 	 
	 	RIFLE AIR, LLC
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer
	 	 	 
	 	RIFLE JET CENTER MAINTENANCE, LLC
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer
	 	 	 
	 	RIFLE JET CENTER, LLC
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer
	 	 	 
	 	SB AVIATION GROUP, INC.
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer


 


[guarantee
and collateral agreement]


 




    	 



    	 



    

 


	 	SBN, INC.
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer
	 	 	 
	 	SIERRA AVIATION, INC.
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer
	 	 	 
	 	SJJC AIRLINES SERVICES, LLC
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer
	 	 	 
	 	SJJC AVIATION SERVICES, LLC
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer
	 	 	 
	 	SJJC FBO SERVICES, LLC
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer
	 	 	 
	 	SUN VALLEY AVIATION, INC.
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer


 


[guarantee
and collateral agreement]


 




    	 



    	 



    

 


	 	TRAJEN LIMITED, LLC
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer
	 	 	 
	 	TRAJEN FBO, LLC
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer
	 	 	 
	 	TRAJEN FLIGHT SUPPORT, LP
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer
	 	 	 
	 	TRAJEN FUNDING, INC.
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer
	 	 	 
	 	TRAJEN HOLDINGS, INC.
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer
	 	 	 
	 	WAUKESHA FLYING SERVICES, INC.
	 	 	 
	 	By:	/s/  Lou Pepper
	 	Name:  Lou Pepper
	 	Title: Chief Executive Officer


 


[guarantee
and collateral agreement]


 




    	 



    	 



    

 


	 	BARCLAYS BANK PLC, as Collateral Agent
	 	 	 
	 	By:	/s/ Craig Malloy
	 	Name:  Craig Malloy
	 	Title:  Director


  


[guarantee
and collateral agreement]