Exhibit 4.4


 


Execution Version


  


AMENDED AND RESTATED 


 


PLEDGE AND SECURITY AGREEMENT


 


dated as of April 20, 2018


 


between


 


EACH OF THE GRANTORS PARTY HERETO


 


and


 


GOLDMAN SACHS SPECIALTY LENDING GROUP,
L.P.,


 


as Collateral Agent


 




     


     


    

 


TABLE OF CONTENTS


 


	 	 	PAGE
	 	 	 
	SECTION 1. DEFINITIONS; GRANT OF SECURITY.	2
	1.1	General Definitions	2
	1.2	Definitions; Interpretation	8
	 	 	
	SECTION 2. GRANT OF SECURITY.	9
	2.1	Grant of Security	9
	2.2	Certain Limited Exclusions	9
	 	 	 
	SECTION 3. SECURITY FOR OBLIGATIONS; GRANTORS REMAIN LIABLE.	10
	3.1	Security for Obligations	10
	3.2	Continuing Liability Under Collateral	10
	 	 	 
	SECTION 4. REPRESENTATIONS AND WARRANTIES AND COVENANTS.	10
	4.1	Generally.	10
	4.2	Equipment and Inventory	14
	4.3	Receivables	15
	4.4	Investment Related Property.	17
	4.5	Material Contracts	24
	4.6	Letter of Credit Rights	25
	4.7	Intellectual Property.	26
	4.8	Commercial Tort Claims	29
	 	 	 
	SECTION 5. ACCESS; RIGHT OF INSPECTION AND FURTHER ASSURANCES; ADDITIONAL GRANTORS	29
	5.1	Access; Right of Inspection	29
	5.2	Further Assurances	30
	5.3	Additional Grantors	31
	 	 	 
	SECTION 6. COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT.	31
	6.1	Power of Attorney	31
	6.2	No Duty on the Part of Collateral Agent or Secured Parties	32
	 	 	 
	SECTION 7. REMEDIES.	34
	7.1	Generally.	34
	7.2	Application of Proceeds	35
	7.3	Sales on Credit	35
	7.4	Deposit Accounts.	35
	7.5	Investment Related Property.	36
	7.6	Intellectual Property.	37
	7.7	Cash Proceeds	38
	 	 	 
	SECTION 8. COLLATERAL AGENT.	39
	 	 	 
	SECTION 9. CONTINUING SECURITY INTEREST; TRANSFER OF LOANS.	40
	 	 	 
	SECTION 10. STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM.	40
	 	 	 
	SECTION 11. MISCELLANEOUS.	41


 



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	SCHEDULE 4.1 — GENERAL INFORMATION
	 
	SCHEDULE 4.2  — LOCATION OF EQUIPMENT AND INVENTORY
	 
	SCHEDULE 4.3 — ACCOUNTS RECEIVABLE DUE FROM GOVERNMENT AGENCIES
	 
	SCHEDULE 4.4 — INVESTMENT RELATED PROPERTY
	 
	SCHEDULE 4.5 — MATERIAL CONTRACTS
	 
	SCHEDULE 4.6 — DESCRIPTION OF LETTERS OF CREDIT
	 
	SCHEDULE 4.7 — INTELLECTUAL PROPERTY - EXCEPTIONS
	 
	SCHEDULE 4.8 — COMMERCIAL TORT CLAIMS
	 
	EXHIBIT A — PLEDGE SUPPLEMENT
	 
	EXHIBIT B — UNCERTIFICATED SECURITIES CONTROL AGREEMENT
	 
	EXHIBIT C — SECURITIES ACCOUNT CONTROL AGREEMENT
	 
	EXHIBIT D — DEPOSIT ACCOUNT CONTROL AGREEMENT
	 
	EXHIBIT E — TRADEMARK SECURITY AGREEMENT
	 
	EXHIBIT F — COPYRIGHT SECURITY AGREEMENT
	 
	EXHIBIT G — PATENT SECURITY AGREEMENT
	 
	EXHIBIT H — IRREVOCABLE PROXY
	 
	EXHIBIT I — REGISTRATION PAGE
	 
	EXHIBIT J — PLEDGE ACKNOWLEDGEMENT


 




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This AMENDED AND
RESTATED PLEDGE AND SECURITY AGREEMENT, dated as of April 20, 2018 (this “Agreement”), between EACH OF
THE UNDERSIGNED, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (each, a “Grantor”),
and GOLDMAN SACHS SPECIALTY LENDING GROUP, L.P., as collateral agent for the Secured Parties (as herein defined) (in such
capacity as collateral agent, the “Collateral Agent”).


 


RECITALS:


 


WHEREAS, reference
is made to that certain Amended and Restated Credit and Guaranty Agreement, dated as of February 15, 2017 (as amended prior to
the date hereof, the “Prior Credit Agreement”), by and among certain of the Companies (as defined below), Holdings,
the lenders party thereto from time to time (the “Lenders”), and GOLDMAN SACHS SPECIALTY LENDING GROUP, L.P.
(“GSSLG”), as Administrative Agent, Collateral Agent and Lead Arranger;


 


WHEREAS, in
connection with the Prior Credit Agreement, certain Grantors and the Collateral Agent entered into that certain Amended and Restated
Pledge and Security Agreement, dated as of February 15, 2017 (as amended prior to the date hereof, the “Prior Security
Agreement”), whereby the Grantors party to the Prior Security Agreement granted to the Collateral Agent for the benefit
of the Collateral Agent and the Secured Parties, a lien on and a security interest in certain of each of such Grantor’s personal
property in accordance with the Prior Credit Agreement in order to the secure the payment and performance of the obligations under
the Prior Credit Agreement;


 


WHEREAS, the
parties are amending and restating the Prior Credit Agreement pursuant to that certain Second Amended and Restated Credit and Guaranty
Agreement, dated as of the date hereof (as it may be amended, restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”), by and among MERIDIAN WASTE OPERATIONS, INC., a New York corporation (“Operations”),
MOBILE SCIENCE TECHNOLOGIES, INC., a Georgia corporation (“Mobile”), ATTIS HEALTHCARE, LLC, a
South Carolina limited liability company (“Healthcare”), INTEGRITY LAB SOLUTIONS, LLC, an Oklahoma limited
liability company (“Integrity”), RED X MEDICAL LLC, a Georgia limited liability company (“Red
X”), WELNESS BENEFITS, LLC, an Oklahoma limited liability company (“Welness”), LGMG, LLC,
an Oklahoma limited liability company (“LGMG”), ATTIS INNOVATIONS, LLC, a Georgia limited liability company
(“Innovations”), ADVANCED LIGNIN BIOCOMPOSITES LLC, a Minnesota limited liability company (“Advanced
Lignin”), ATTIS ENVICARE MEDICAL WASTE, LLC, a Georgia limited liability company (“Envicare”),
ATTIS GENETICS, LLC, a Georgia limited liability company (“Genetics”), ATTIS FEDERAL LABS, LLC,
an Oklahoma limited liability company (“Federal Labs”), ATTIS COMMERCIAL LABS, LLC, an Oklahoma limited
liability company (“Commercial Labs”, and together with Operations, Mobile, Healthcare, Integrity, Red X, Welness,
LGMG, Innovations, Advanced Lignin, Envicare, Genetics, and Federal Labs, the “Companies” and each, a “Company”),
MERIDIAN WASTE SOLUTIONS, INC., a New York corporation (“Holdings”), certain Subsidiaries of Holdings,
as Guarantors, the Lenders party thereto from time to time, and GSSLG, as Administrative Agent (in such capacity, “Administrative
Agent”), Collateral Agent and Lead Arranger;


 


WHEREAS, it
is a condition precedent to the Credit Agreement that the Grantors and the Collateral Agent enter into this Agreement to amend
and restate the Prior Security Agreement; and


 



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NOW, THEREFORE,
in consideration of the premises and the agreements, provisions and covenants herein contained, each Grantor and the Collateral
Agent agree that the Prior Security Agreement is amended and restated as follows:


 


SECTION 1. DEFINITIONS;
GRANT OF SECURITY.


 


1.1 General Definitions.  
In this Agreement, the following terms shall have the following meanings:


 


“Account Debtor”
shall mean each Person who is obligated on a Receivable or any Supporting Obligation related thereto.


 


“Accounts”
shall mean all “accounts” as defined in Article 9 of the UCC.


 


“Additional
Grantors” shall have the meaning assigned in Section 5.3.


 


“Administrative
Agent” shall have the meaning set forth in the recitals.


 


“Agreement”
shall have the meaning set forth in the preamble.


 


“Assigned Agreements”
shall mean all agreements and contracts to which such Grantor is a party as of the date hereof, or to which such Grantor becomes
a party after the date hereof, including, without limitation, each Material Contract, as each such agreement may be amended, supplemented
or otherwise modified from time to time.


 


“Cash Proceeds”
shall have the meaning assigned in Section 7.7.


 


“Chattel Paper”
shall mean all “chattel paper” as defined in Article 9 of the UCC, including, without limitation, “electronic
chattel paper” or “tangible chattel paper”, as each term is defined in Article 9 of the UCC.


 


“Collateral”
shall have the meaning assigned in Section 2.1.


 


“Collateral
Account” shall mean any account established by the Collateral Agent.


 


“Collateral
Agent” shall have the meaning set forth in the preamble.


 


“Collateral
Records” shall mean books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications,
manuals, computer software, computer printouts, tapes, disks and related data processing software and similar items that at any
time evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection
thereof or realization thereupon.


 


“Collateral
Support” shall mean all property (real or personal) assigned, hypothecated or otherwise securing any Collateral and shall
include any security agreement or other agreement granting a lien or security interest in such real or personal property.


 


“Commercial
Tort Claims” shall mean all “commercial tort claims” as defined in Article 9 of the UCC, including,
without limitation, all commercial tort claims listed on Schedule 4.8 (as such schedule may be amended or supplemented from time
to time).


 



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“Commodities
Accounts” (i) shall mean all “commodity accounts” as defined in Article 9 of the UCC and (ii) shall include,
without limitation, all of the accounts listed on Schedule 4.4.4(a)(i) under the heading “Commodities Accounts” (as
such schedule may be amended or supplemented from time to time).


 


“Companies”
shall have the meaning set forth in the recitals.


 


“Controlled
Foreign Corporation” shall mean “controlled foreign corporation” as defined in the Tax Code.


 


“Copyright Licenses”
shall mean any and all agreements providing for the granting of any right in or to Copyrights (whether such Grantor is licensee
or licensor thereunder) including, without limitation, each agreement referred to in Schedule 4.7(a)(i)(B)(4) (as such schedule
may be amended or supplemented from time to time).


 


“Copyrights”
shall mean all United States, and foreign copyrights (including Community designs), including but not limited to copyrights in
software and databases, and all Mask Works (as defined under 17 U.S.C. 901 of the U.S. Copyright Act), whether registered or unregistered,
and, with respect to any and all of the foregoing: (i) all registrations and applications therefor including, without limitation,
the registrations and applications referred to in Schedule 4.7(a)(i)(A)(3) (as such schedule may be amended or supplemented from
time to time), (ii) all extensions and renewals thereof, (iii) all rights corresponding thereto throughout the world, (iv) all
rights to sue for past, present and future infringements thereof, and (v) all Proceeds of the foregoing, including, without limitation,
licenses, royalties, income, payments, claims, damages and proceeds of suit.


 


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


 


“Deposit Accounts”
(i) shall mean all “deposit accounts” as defined in Article 9 of the UCC and (ii) shall include, without limitation,
all of the accounts listed on Schedule 4.4.4(a)(ii) under the heading “Deposit Accounts” (as such schedule may be amended
or supplemented from time to time).


 


“Documents”
shall mean all “documents” as defined in Article 9 of the UCC.


 


“Equipment”
shall mean: (i) all “equipment” as defined in Article 9 of the UCC, (ii) all machinery, manufacturing equipment, data
processing equipment, computers, office equipment, furnishings, furniture, appliances, fixtures and tools (in each case, regardless
of whether characterized as equipment under the UCC) and (iii) all accessions or additions thereto, all parts thereof, whether
or not at any time of determination incorporated or installed therein or attached thereto, and all replacements therefor, wherever
located, now or hereafter existing, including any fixtures.


 


“General Intangibles”
(i) shall mean all “general intangibles” as defined in Article 9 of the UCC, including “payment intangibles”
also as defined in Article 9 of the UCC and (ii) shall include, without limitation, all interest rate or currency protection or
hedging arrangements, all tax refunds, all licenses, permits, concessions and authorizations, all Assigned Agreements and all Intellectual
Property (in each case, regardless of whether characterized as general intangibles under the UCC).


 



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“Goods”
(i) shall mean all “goods” as defined in Article 9 of the UCC and (ii) shall include, without limitation, all Inventory
and Equipment (in each case, regardless of whether characterized as goods under the UCC).


 


“Grantors”
shall have the meaning set forth in the preamble.


 


“Instruments”
shall mean all “instruments” as defined in Article 9 of the UCC.


 


“Insurance”
shall mean (i) all insurance policies covering any or all of the Collateral (regardless of whether the Collateral Agent is the
loss payee thereof) and (ii) any key man life insurance policies.


 


“Intellectual
Property” shall mean, collectively, the Copyrights, the Copyright Licenses, the Patents, the Patent Licenses, the Trademarks,
the Trademark Licenses, the Trade Secrets, and the Trade Secret Licenses.


 


“Inventory”
shall mean (i) all “inventory” as defined in Article 9 of the UCC and (ii) all goods held for sale or lease or to be
furnished under contracts of service or so leased or furnished, all raw materials, work in process, finished goods, and materials
used or consumed in the manufacture, packing, shipping, advertising, selling, leasing, furnishing or production of such inventory
or otherwise used or consumed in any Grantor’s business; all goods in which any Grantor has an interest in mass or a joint
or other interest or right of any kind; and all goods which are returned to or repossessed by any Grantor, all computer programs
embedded in any goods and all accessions thereto and products thereof (in each case, regardless of whether characterized as inventory
under the UCC).


 


“Investment
Accounts” shall mean the Collateral Account, Securities Accounts, Commodities Accounts and Deposit Accounts.


 


“Investment
Related Property” shall mean: (i) all “investment property” (as such term is defined in Article 9 of the
UCC) and (ii) all of the following (regardless of whether classified as investment property under the UCC): all Pledged Equity
Interests, Pledged Debt, the Investment Accounts and certificates of deposit.


 


“Irrevocable
Proxy” shall have the meaning set forth in Section 4.4.1(b)(i).


 


“Issuer”
shall mean the issuer of any Pledged Equity Interests.


 


“Lender”
shall have the meaning set forth in the recitals.


 


“Letter of Credit
Right” shall mean “letter-of-credit right” as defined in Article 9 of the UCC.


 


“Money”
shall mean “money” as defined in the UCC.


 


“Non-Assignable Contract”
shall mean any agreement, contract or license to which any Grantor is a party that by its terms purports to restrict or prevent
the assignment or granting of a security interest therein (either by its terms or by any federal or state statutory prohibition
or otherwise irrespective of whether such prohibition or restriction is enforceable under Section 9-406 through 409 of the UCC).


 



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“Patent Licenses”
shall mean all agreements providing for the granting of any right in or to Patents (whether such Grantor is licensee or licensor
thereunder) including, without limitation, each agreement referred to in Schedule 4.7(a)(i)(B)(1) (as such schedule may be amended
or supplemented from time to time).


 


“Patents”
shall mean all United States and foreign patents and certificates of invention, or similar industrial property rights, and applications
for any of the foregoing, including, but not limited to: (i) each patent and patent application referred to in Schedule 4.7(a)(i)(A)(1)
hereto (as such schedule may be amended or supplemented from time to time), (ii) all reissues, divisions, continuations, continuations-in-part,
extensions, renewals, and reexaminations thereof, (iii) all rights corresponding thereto throughout the world, (iv) all inventions
and improvements described therein, (v) all rights to sue for past, present and future infringements thereof, (vi) all licenses,
claims, damages, and proceeds of suit arising therefrom, and (vii) all Proceeds of the foregoing, including, without limitation,
licenses, royalties, income, payments, claims, damages, and proceeds of suit.


 


“Pledge Supplement”
shall mean any supplement to this agreement in substantially the form of Exhibit A.


 


“Pledged Debt”
shall mean all Indebtedness owed to such Grantor, including, without limitation, all Indebtedness described on Schedule 4.4.2(a)(i)
under the heading “Pledged Debt” (as such schedule may be amended or supplemented from time to time), issued by the
obligors named therein, the instruments evidencing such Indebtedness, and all interest, cash, instruments and other property or
proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Indebtedness.


 


“Pledged Equity
Interests” shall mean (i) all Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and Pledged Trust Interests
owned by any Grantor, (ii) all rights, privileges, authorities, and powers of such Grantor as an owner or holder of such Pledged
Stock, Pledged LLC Interests, Pledged Partnership Interests and Pledged Trust Interests, including, without limitation, all economic
rights, all control rights, authority, and powers, all status rights of such Grantor as a member, shareholder, or other owner (as
applicable), and all rights and interests, if any, to participate in the management of each applicable Issuer, (iii) all of such
Grantor’s options and other rights and interests, contractual or otherwise, in respect of the Pledged Stock, Pledged LLC Interests,
Pledged Partnership Interests and Pledged Trust Interests, (iv) all of the certificates and/or instruments, if any, evidencing
or representing the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and Pledged Trust Interests from time to
time, (v) all other property hereafter delivered to, or in the possession or custody of, Collateral Agent in substitution for,
or in addition to, the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and Pledged Trust Interests, and (vi)
any other property of such Grantor in connection with the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and
Pledged Trust Interests now or hereafter delivered to, or in the possession or custody of, Grantors.


 


“Pledged LLC
Interests” shall mean all interests in any limited liability company including, without limitation, all limited liability
company interests listed on Schedule 4.4.2(a)(i) under the heading “Pledged LLC Interests” (as such schedule may be
amended or supplemented from time to time) and the certificates, if any, representing such limited liability company interests
and any interest of such Grantor on the books and records of such limited liability company or on the books and records of any
securities intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments,
securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange
for any or all of such limited liability company interests.


 



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“Pledged Partnership
Interests” shall mean all interests in any general partnership, limited partnership, limited liability partnership or
other partnership including, without limitation, all partnership interests listed on Schedule 4.4.2(a)(i) under the heading “Pledged
Partnership Interests” (as such schedule may be amended or supplemented from time to time) and the certificates, if any,
representing such partnership interests and any interest of such Grantor on the books and records of such partnership or on the
books and records of any securities intermediary pertaining to such interest and all dividends, distributions, cash, warrants,
rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed
in respect of or in exchange for any or all of such partnership interests.


 


“Pledged Stock”
shall mean all shares of capital stock owned by such Grantor, including, without limitation, all shares of capital stock described
on Schedule 4.4.2(a)(i) under the heading “Pledged Stock” (as such schedule may be amended or supplemented from time
to time), and the certificates, if any, representing such shares and any interest of such Grantor in the entries on the books of
the issuer of such shares or on the books of any securities intermediary pertaining to such shares, and all dividends, distributions,
cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable
or otherwise distributed in respect of or in exchange for any or all of such shares.


 


“Pledged Trust
Interests” shall mean all interests in a Delaware business trust or other trust including, without limitation, all trust
interests listed on Schedule 4.4.2(a)(i) under the heading “Pledged Trust Interests” (as such schedule may be amended
or supplemented from time to time) and the certificates, if any, representing such trust interests and any interest of such Grantor
on the books and records of such trust or on the books and records of any securities intermediary pertaining to such interest and
all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time
to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such trust interests.


 


“Prior Credit
Agreement” shall have the meaning set forth in the recitals.


 


“Prior Security
Agreement” shall have the meaning set forth in the recitals.


 


“Proceeds”
shall mean: (i) all “proceeds” as defined in Article 9 of the UCC, (ii) payments or distributions made with respect
to any Investment Related Property and (iii) whatever is receivable or received when Collateral or proceeds are sold, exchanged,
collected or otherwise disposed of, whether such disposition is voluntary or involuntary.


 


“Receivables”
shall mean all rights to payment, whether or not earned by performance, for goods or other property sold, leased, licensed, assigned
or otherwise disposed of, or services rendered or to be rendered, including, without limitation all such rights constituting or
evidenced by any Account, Chattel Paper, Instrument, General Intangible or Investment Related Property, together with all of Grantor’s
rights, if any, in any goods or other property giving rise to such right to payment and all Collateral Support and Supporting Obligations
related thereto and all Receivables Records.


 



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“Receivables
Records” shall mean (i) all original copies of all documents, instruments or other writings or electronic records or
other Records evidencing the Receivables, (ii) all books, correspondence, credit or other files, Records, ledger sheets or cards,
invoices, and other papers relating to Receivables, including, without limitation, all tapes, cards, computer tapes, computer discs,
computer runs, record keeping systems and other papers and documents relating to the Receivables, whether in the possession or
under the control of Grantor or any computer bureau or agent from time to time acting for Grantor or otherwise, (iii) all evidences
of the filing of financing statements and the registration of other instruments in connection therewith, and amendments, supplements
or other modifications thereto, notices to other creditors or secured parties, and certificates, acknowledgments, or other writings,
including, without limitation, lien search reports, from filing or other registration officers, (iv) all credit information, reports
and memoranda relating thereto and (v) all other written or nonwritten forms of information related in any way to the foregoing
or any Receivable.


 


“Record”
shall have the meaning specified in Article 9 of the UCC.


 


“Registration
Page” shall have the meaning assigned in Section 4.4.1.


 


“Secured Obligations”
shall have the meaning assigned in Section 3.1.


 


“Secured Parties”
shall mean the Agents, Lenders and the Lender Counterparties and shall include, without limitation, all former Agents, Lenders
and Lender Counterparties to the extent that any Obligations owing to such Persons were incurred while such Persons were Agents,
Lenders or Lender Counterparties and such Obligations have not been paid or satisfied in full.


 


“Securities”
shall mean any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any
profit-sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured
or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities”
or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition
of, or any right to subscribe to, purchase or acquire, any of the foregoing.


 


“Securities
Accounts” (i) shall mean all “securities accounts” as defined in Article 8 of the UCC and (ii) shall include,
without limitation, all of the accounts listed on Schedule 4.4.2(a)(i) under the heading “Securities Accounts” (as
such schedule may be amended or supplemented from time to time).


 


“Supporting
Obligation” shall mean all “supporting obligations” as defined in Article 9 of the UCC.


 


“Trademark Licenses”
shall mean any and all agreements providing for the granting of any right in or to Trademarks (whether such Grantor is licensee
or licensor thereunder) including, without limitation, each agreement referred to in Schedule 4.7(a)(i)(B)(2) (as such schedule
may be amended or supplemented from time to time).


 



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“Trademarks”
shall mean all United States, and foreign trademarks, trade names, corporate names, company names, business names, fictitious business
names, Internet domain names, service marks, certification marks, collective marks, logos, other source or business identifiers,
designs and general intangibles of a like nature, all registrations and applications for any of the foregoing including, but not
limited to: (i) the registrations and applications referred to in Schedule 4.7(a)(i)(A)(2) (as such schedule may be amended or
supplemented from time to time), (ii) all extensions or renewals of any of the foregoing, (iii) all of the goodwill of the business
connected with the use of and symbolized by the foregoing, (iv) the right to sue for past, present and future infringement or dilution
of any of the foregoing or for any injury to goodwill, and (v) all Proceeds of the foregoing, including, without limitation, licenses,
royalties, income, payments, claims, damages, and proceeds of suit.


 


“Trade Secret
Licenses” shall mean any and all agreements providing for the granting of any right in or to Trade Secrets (whether such
Grantor is licensee or licensor thereunder) including, without limitation, each agreement referred to in Schedule 4.7(a)(i)(B)(3)
(as such schedule may be amended or supplemented from time to time).


 


“Trade Secrets”
shall mean all trade secrets and all other confidential or proprietary information and know-how whether or not such Trade Secret
has been reduced to a writing or other tangible form, including all documents and things embodying, incorporating, or referring
in any way to such Trade Secret, including but not limited to: (i) the right to sue for past, present and future misappropriation
or other violation of any Trade Secret, and (ii) all Proceeds of the foregoing, including, without limitation, licenses, royalties,
income, payments, claims, damages, and proceeds of suit.


 


“UCC”
shall mean the Uniform Commercial Code as in effect from time to time in the State of New York or, when the context implies, the
Uniform Commercial Code as in effect from time to time in any other applicable jurisdiction.


 


“United States”
shall mean the United States of America.


 


1.2 Definitions;
Interpretation


 


All capitalized terms
used herein (including the preamble and recitals hereto) and not otherwise defined herein shall have the meanings ascribed thereto
in the Credit Agreement or, if not defined therein, in the UCC. References to “Sections,” “Exhibits” and
“Schedules” shall be to Sections, Exhibits and Schedules, as the case may be, of this Agreement unless otherwise specifically
provided. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part
of this Agreement for any other purpose or be given any substantive effect. Any of the terms defined herein may, unless the context
otherwise requires, be used in the singular or the plural, depending on the reference. The use herein of the word “include”
or “including”, when following any general statement, term or matter, shall not be construed to limit such statement,
term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether
or not nonlimiting language (such as “without limitation” or “but not limited to” or words of similar import)
is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest
possible scope of such general statement, term or matter. If any conflict or inconsistency exists between this Agreement and the
Credit Agreement, the Credit Agreement shall govern. All references herein to provisions of the UCC shall include all successor
provisions under any subsequent version or amendment to any Article of the UCC.


 



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SECTION 2. GRANT OF SECURITY.


 


2.1 Grant
of Security


 


As security for the
payment and performance in full of all Secured Obligations, each Grantor hereby grants to the Collateral Agent a security interest
in and continuing lien on all of such Grantor’s right, title and interest in, to and under all personal property of such
Grantor including, but not limited to the following, in each case whether now owned or existing or hereafter acquired or arising
and wherever located (all of which being hereinafter collectively referred to as the “Collateral”):


 


(a) Accounts;


 


(b) Chattel Paper;


 


(c) Documents;


 


(d) General Intangibles;


 


(e) Goods;


 


(f) Instruments;


 


(g) Insurance;


 


(h) Intellectual Property;


 


(i) Investment Related Property;


 


(j) Letter of Credit Rights;


 


(k) Money;


 


(l) Receivables and Receivable
Records;


 


(m) Commercial Tort Claims;






 


(n)to the extent
not otherwise included above, all Collateral Records, Collateral Support and Supporting Obligations relating to any of the foregoing;
and


 


(o)to the extent
not otherwise included above, all Proceeds, products, accessions, rents and profits of or in respect of any of the foregoing.


 


2.2 Certain
Limited Exclusions


 


Notwithstanding anything
herein to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach
to (a) any lease, license, contract, property rights or agreement to which any Grantor is a party or any of its rights or interests
thereunder if and for so long as the grant of such security interest shall constitute or result in (i) the abandonment, invalidation
or unenforceability of any right, title or interest of any Grantor therein or (ii) in a breach or termination pursuant to the terms
of, or a default under, any such lease, license, contract property rights or agreement (other than to the extent that any such
term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or
provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity),
provided however that the Collateral shall include and such security interest shall attach immediately at such time as the condition
causing such abandonment, invalidation or unenforceability shall be remedied and to the extent severable, shall attach immediately
to any portion of such lease, license, contract, property rights or agreement that does not result in any of the consequences specified
in (i) or (ii) above; or (b) in any of the outstanding capital stock of a Controlled Foreign Corporation in excess of 65% of the
voting power of all classes of capital stock of such Controlled Foreign Corporation entitled to vote; provided that immediately
upon the amendment of the Tax Code to allow the pledge of a greater percentage of the voting power of capital stock in a Controlled
Foreign Corporation without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor
shall attach to, such greater percentage of capital stock of each Controlled Foreign Corporation.


 



    	 	9	 



     


    

 


SECTION 3. SECURITY FOR
OBLIGATIONS; GRANTORS REMAIN LIABLE.


 


3.1 Security
for Obligations


 


This Agreement secures,
and the Collateral is collateral security for, the prompt and complete payment or performance in full when due, whether at stated
maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become
due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. §362(a) (and any
successor provision thereof)), of all Obligations with respect to every Grantor (the “Secured Obligations”).


 


3.2 Continuing
Liability Under Collateral


 


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


 


SECTION 4. REPRESENTATIONS
AND WARRANTIES AND COVENANTS.


 


4.1 Generally.


 


(a) Representations
and Warranties. Each Grantor hereby represents and warrants, on the Restatement Date and on each Credit Date, that:




               
 


(i) except
as set forth on Schedule 4.1(a)(i), it owns the Collateral purported to be owned by it or otherwise has the rights it
purports to have in each item of Collateral and, as to all Collateral whether now existing or hereafter acquired, will
continue to own or have such rights in each item of the Collateral, in each case free and clear of any and all Liens, rights
or claims of all other Persons, including, without limitation, liens arising as a result of such Grantor becoming bound (as a
result of merger or otherwise) as debtor under a security agreement entered into by another Person, other than Permitted
Liens;


 



    	 	10	 



     


    

 


(ii) it
has indicated on Schedule 4.1(a)(ii) (as such schedule may be amended or supplemented from time to time): (w) the type of
organization of such Grantor, (x) the jurisdiction of organization of such Grantor, (y) its organizational identification
number and (z) the jurisdiction where the chief executive office or its sole place of business is (or the principal residence
if such Grantor is a natural person), and for the one-year period preceding the date hereof has been, located;


 


(iii) the
full legal name of such Grantor is as set forth on Schedule 4.1(a)(ii) and it has not done in the last five (5) years, and
does not do, business under any other name (including any trade-name or fictitious business name) except for those names set
forth on Schedule 4.1(a)(iii) (as such schedule may be amended or supplemented from time to time);


 


(iv)
except as provided on Schedule 4.1(a)(iv), it has not changed its name, jurisdiction of organization, chief executive office
or sole place of business (or principal residence if such Grantor is a natural person) or its corporate structure in any way
(e.g., by merger, consolidation, change in corporate form or otherwise) within the past five (5) years;


 


(v) it
has not within the last five (5) years become bound (whether as a result of merger or otherwise) as debtor under a
security agreement entered into by another Person, which has not heretofore been terminated or will be terminated on the date
hereof concurrently with the funding of the initial Loans;


 


(vi) (u)
upon the filing of all UCC financing statements naming each Grantor as “debtor” and the Collateral Agent as
“secured party” and describing the Collateral in the filing offices set forth opposite such Grantor’s name
on Schedule 4.1(a)(vi) hereof (as such schedule may be amended or supplemented from time to time) and other filings delivered
by each Grantor, (v) upon delivery of all Instruments, Chattel Paper and certificated Pledged Equity Interests and Pledged
Debt, (w) upon sufficient identification of Commercial Tort Claims, (x) upon execution of a control agreement establishing
the Collateral Agent’s “control” (within the meaning of Section 8-106, 9-106 or 9-104 of the UCC, as
applicable) with respect to any Investment Account, (y) upon consent of the issuer with respect to Letter of Credit Rights,
and (z) to the extent not subject to Article 9 of the UCC, upon recordation of the security interests granted hereunder in
Patents, Trademarks and Copyrights in the applicable intellectual property registries, including but not limited to the
United States Patent and Trademark Office and the United States Copyright Office, the security interests granted to the
Collateral Agent hereunder constitute valid and perfected first priority Liens (subject in the case of priority only to
Permitted Liens and to the rights of the United States government (including any agency or department thereof) with respect
to United States government Receivables) on all of the Collateral;


 



    	 	11	 



     


    

 


(vii) all
actions and consents, including all filings, notices, registrations and recordings necessary or desirable for the exercise by
the Collateral Agent of the voting or other rights provided for in this Agreement or the exercise of remedies in respect of
the Collateral have been made or obtained;


 


(viii) other
than the financing statements filed in favor of the Collateral Agent, no effective UCC financing statement, fixture filing or
other instrument similar in effect under any applicable law covering all or any part of the Collateral is on file in any
filing or recording office except for (x) financing statements for which proper termination statements have been delivered to
the Collateral Agent for filing and (y) financing statements filed in connection with Permitted Liens;


 


(ix) no
authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body is
required for either (i) the pledge or grant by any Grantor of the Liens purported to be created in favor of the
Collateral Agent hereunder or (ii) the exercise by Collateral Agent of any rights or remedies in respect of any Collateral
(whether specifically granted or created hereunder or created or provided for by applicable law), except (A) for the filings
contemplated by clause (vii) above and (B) as may be required, in connection with the disposition of any Investment Related
Property, by laws generally affecting the offering and sale of Securities;


 


(x) all
information supplied by any Grantor with respect to any of the Collateral (in each case taken as a whole with respect to any
particular Collateral) is accurate and complete in all material respects;


 


(xi) none
of the Collateral constitutes, or is the Proceeds of, “farm products” (as defined in the UCC);


 


(xii) it
does not own any “as extracted collateral” (as defined in the UCC) or any timber to be cut;


 


(xiii) except
as described on Schedule 4.1(a)(xiii), such Grantor has not become bound as a debtor, either by contract or by operation of
law, by a security agreement previously entered into by another Person; and


 


(xiv) such
Grantor has been duly organized as an entity of the type as set forth opposite such Grantor’s name on
Schedule 4.1(a)(ii) solely under the laws of the jurisdiction as set forth opposite such Grantor’s name on Schedule
4.1(a)(ii) and remains duly existing as such. Such Grantor has not filed any certificates of domestication, transfer or
continuance in any other jurisdiction.


 


(b)  Covenants
and Agreements. Each Grantor hereby covenants and agrees that:


 


(i) except
for the security interest created by this Agreement, it shall not create or suffer to exist any Lien upon or with respect to
any of the Collateral, except Permitted Liens, and such Grantor shall defend the Collateral against all Persons at any time
claiming any interest therein;


 



    	 	12	 



     


    

 


(ii) it
shall not produce, use or permit any Collateral to be used unlawfully or in violation of any provision of this Agreement or
any applicable statute, regulation or ordinance or any policy of insurance covering the Collateral;


 


(iii) it
shall not change such Grantor’s name, identity, corporate structure (e.g., by merger, consolidation, change
in corporate form or otherwise) sole place of business (or principal residence if such Grantor is a natural person), chief
executive office, type of organization or jurisdiction of organization or establish any trade names unless it shall have (a)
notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement,
substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty
(30) days prior to any such change or establishment, identifying such new proposed name, identity, corporate structure, sole
place of business (or principal residence if such Grantor is a natural person), chief executive office, jurisdiction of
organization or trade name and providing such other information in connection therewith as the Collateral Agent may
reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the
same or better priority of the Collateral Agent’s security interest in the Collateral intended to be granted and agreed
to hereby;


 


(iv) if
the Collateral Agent or any Secured Party gives value to enable Grantor to acquire rights in or the use of any Collateral, it
shall use such value for such purposes and such Grantor further agrees that repayment of any Obligation shall apply on a
“first-in, first-out” basis so that the portion of the value used to acquire rights in any Collateral shall be
paid in the chronological order such Grantor acquired rights therein;


 


(v) it
shall pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and
all claims (including claims for labor, materials and supplies) against, the Collateral, except to the extent the
validity thereof is being contested in good faith; provided, such Grantor shall in any event pay such taxes, assessments,
charges, levies or claims not later than five (5) days prior to the date of any proposed sale under any judgment, writ or
warrant of attachment entered or filed against such Grantor or any of the Collateral as a result of the failure to make such
payment;


 


(vi) upon
such Grantor or any officer of such Grantor obtaining knowledge thereof, it shall promptly notify the Collateral Agent in
writing of any event that may have a material adverse effect on the value of the Collateral or any portion thereof, the
ability of any Grantor or the Collateral Agent to dispose of the Collateral or any portion thereof, or the rights and
remedies of the Collateral Agent in relation thereto, including, without limitation, the levy of any legal process against
the Collateral or any portion thereof;


 


(vii) it
shall not take or permit any action which could impair the Collateral Agent’s rights in the Collateral; and


 


(viii) it
shall not sell, transfer or assign (by operation of law or otherwise) any Collateral except as otherwise in accordance with
the Credit Agreement.




 



    	 	13	 



     


    

 


4.2 Equipment and Inventory


     
 


(a)  Representations
and Warranties. Each Grantor represents and warrants, on the Restatement Date and on each Credit Date, that:


 


(i) all
of the Equipment and Inventory included in the Collateral is kept for the past four (4) years only at the locations specified
in Schedule 4.2 (as such schedule may be amended or supplemented from time to time);


 


(ii) any
Goods now or hereafter produced by any Grantor included in the Collateral have been and will be produced in compliance with
the requirements of the Fair Labor Standards Act, as amended; and


 


(iii)
none of the Inventory or Equipment is in the possession of an issuer of a negotiable document (as defined in Section 7-104 of
the UCC) therefor or otherwise in the possession of a bailee or a warehouseman.


 


(b) Covenants
and Agreements. Each Grantor covenants and agrees that:


 


(i) it
shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in the locations specified on
Schedule 4.2 (as such schedule may be amended or supplemented from time to time) unless it shall have (a) notified the
Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially
in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty (30) days prior
to any change in locations, identifying such new locations and providing such other information in connection therewith as
the Collateral Agent may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous
validity, perfection and the same or better priority of the Collateral Agent’s security interest in the Collateral
intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and
remedies hereunder, with respect to such Equipment and Inventory;


 


(ii) it
shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons
of established reputation engaged in similar business, and in any event in conformity with GAAP;


 


(iii) it
shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to
claim the Goods evidenced therefor or the Collateral Agent;


 


(iv) if
any Equipment or Inventory is in possession or control of any third party, each Grantor shall join with the Collateral Agent
in notifying the third party of the Collateral Agent’s security interest and obtaining an acknowledgment from the third
party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent; and


 


(v) with
respect to any item of Equipment which is covered by a certificate of title under a statute of any jurisdiction under the law
of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the
reasonable request of the Collateral Agent, (A) provide information with respect to any such Equipment in excess of $250,000
in the aggregate, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such
jurisdiction an application or other document requesting the notation or other indication of the security interest created
hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other
documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter
indicating the security interest created hereunder in the items of Equipment covered thereby.




 



    	 	14	 



     


    

 


4.3 Receivables


 


(a) Representations
and Warranties. Each Grantor represents and warrants, on the Restatement Date and on each Credit Date, that:


 


(i) each
Receivable (a) is and will be the legal, valid and binding obligation of the Account Debtor in respect thereof, representing
an unsatisfied obligation of such Account Debtor, (b) is and will be enforceable in accordance with its terms, (c) is not and
will not be subject to any setoffs, defenses, taxes, counterclaims (except with respect to refunds, returns and allowances in
the ordinary course of business with respect to damaged merchandise) and (d) is and will be in compliance with all applicable
laws, whether federal, state, local or foreign;


 


(ii)
other than hauling contracts with municipalities entered into in the ordinary course of business, none of the Account Debtors
in respect of any Receivable is the government of the United States, any agency or instrumentality thereof, any state or
municipality or any foreign sovereign. No Receivable in excess of $250,000 in the aggregate requires the consent of the
Account Debtor in respect thereof in connection with the pledge hereunder, except any consent which has been obtained;


 


(iii) no
Receivable is evidenced by, or constitutes, an Instrument or Chattel Paper which has not been delivered to, or
otherwise subjected to the control of, the Collateral Agent to the extent required by, and in accordance with Section 4.3(c);
and


 


(iv)
each Grantor has delivered to the Collateral Agent a complete and correct copy of each standard form of document under which
a Receivable may arise.


 


(b) Covenants
and Agreements: Each Grantor hereby covenants and agrees that:


 


(i)
it shall keep and maintain at its own cost and expense satisfactory and complete records of the Receivables, including, but
not limited to, the originals of all documentation with respect to all Receivables and records of all payments received and
all credits granted on the Receivables, all merchandise returned and all other dealings therewith;


 


(ii)
it shall mark conspicuously, in form and manner reasonably satisfactory to the Collateral Agent, all Chattel Paper,
Instruments and other evidence of Receivables (other than any delivered to the Collateral Agent as provided herein), as well
as the Receivables Records with an appropriate reference to the fact that the Collateral Agent has a security interest
therein;


 



    	 	15	 



     


    

 


(iii) 
it shall perform in all material respects all of its obligations with respect to the Receivables;


 


(iv)  
it shall not amend, modify, terminate or waive any provision of any Receivable in any manner which could reasonably be expected
to have a material adverse effect on the value of such Receivable as Collateral. Other than in the ordinary course of business
as generally conducted by it on and prior to the date hereof, and except as otherwise provided in subsection (v) below, following
an Event of Default, such Grantor shall not (w) grant any extension or renewal of the time of payment of any Receivable, (x) compromise
or settle any dispute, claim or legal proceeding with respect to any Receivable for less than the total unpaid balance thereof,
(y) release, wholly or partially, any Person liable for the payment thereof, or (z) allow any credit or discount thereon;


 


(v)    
except as otherwise provided in this subsection, each Grantor shall continue to collect all amounts due or to become due
to such Grantor under the Receivables and any Supporting Obligation and diligently exercise each material right it may have under
any Receivable any Supporting Obligation or Collateral Support, in each case, at its own expense, and in connection with such collections
and exercise, such Grantor shall take such action as such Grantor or the Collateral Agent may deem necessary or advisable. Notwithstanding
the foregoing, the Collateral Agent shall have the right at any time to notify, or require any Grantor to notify, any Account Debtor
of the Collateral Agent’s security interest in the Receivables and any Supporting Obligation and, in addition, at any time
following the occurrence and during the continuation of an Event of Default, the Collateral Agent may: (1) direct the Account Debtors
under any Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral
Agent; (2) notify, or require any Grantor to notify, each Person maintaining a lockbox or similar arrangement to which Account
Debtors under any Receivables have been directed to make payment to remit all amounts representing collections on checks and other
payment items from time to time sent to or deposited in such lockbox or other arrangement directly to the Collateral Agent; and
(3) enforce, at the expense of such Grantor, collection of any such Receivables and to adjust, settle or compromise the amount
or payment thereof, in the same manner and to the same extent as such Grantor might have done. If the Collateral Agent notifies
any Grantor that it has elected to collect the Receivables in accordance with the preceding sentence, any payments of Receivables
received by such Grantor shall be forthwith (and in any event within two (2) Business Days) deposited by such Grantor in the exact
form received, duly indorsed by such Grantor to the Collateral Agent if required, in the Collateral Account maintained under the
sole dominion and control of the Collateral Agent, and until so turned over, all amounts and proceeds (including checks and other
instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or Collateral Support shall be received
in trust for the benefit of the Collateral Agent hereunder and shall be segregated from other funds of such Grantor and such Grantor
shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any Account Debtor
or obligor thereof, or allow any credit or discount thereon; and


 


(vi)  
it shall use its best efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating
to any Receivable.


 



    	 	16	 



     


    

 


(c) Delivery
and Control of Receivables. With respect to any Receivables in excess of $50,000 in the aggregate that is evidenced by, or
constitutes, Chattel Paper or Instruments, each Grantor shall cause each originally executed copy thereof to be delivered to the
Collateral Agent (or its agent or designee) appropriately indorsed to the Collateral Agent or indorsed in blank: (i) with respect
to any such Receivables in existence on the date hereof, on or prior to the date hereof and (ii) with respect to any such Receivables
hereafter arising, within ten (10) days of such Grantor acquiring rights therein. With respect to any Receivables in excess of
$50,000 in the aggregate which would constitute “electronic chattel paper” under Article 9 of the UCC, each Grantor
shall take all steps necessary to give the Collateral Agent control over such Receivables (within the meaning of Section 9-105
of the UCC): (i) with respect to any such Receivables in existence on the date hereof, on or prior to the date hereof and (ii)
with respect to any such Receivables hereafter arising, within ten (10) days of such Grantor acquiring rights therein. Any
Receivable not otherwise required to be delivered or subjected to the control of the Collateral Agent in accordance with this
subsection (c) shall be delivered or subjected to such control upon request of the Collateral Agent.




 





4.4 Investment Related
Property.


 


4.4.1 Investment
Related Property Generally


 


(a)  Covenants
and Agreements. Each Grantor hereby covenants and agrees that:


 


(i)
in the event it acquires rights in any Investment Related Property after the date hereof, it shall deliver to the Collateral
Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to
Schedules thereto, reflecting such new Investment Related Property and all other Investment Related Property. Notwithstanding
the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Investment
Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure
of any Grantor to deliver a supplement to Schedule 4.4 as required hereby;


 


(ii) except
as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any
Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or
dissolution of any issuer of any Investment Related Property, then (a) such dividends, interest or distributions and
securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor
shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if
applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery
thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest,
distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such
dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the
foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor
to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer and
consistent with the past practice of the issuer and all scheduled payments of interest;


 


(iii) each
Grantor consents to the grant by each other Grantor of a Security Interest in all Investment Related Property to
the Collateral Agent.


 



    	 	17	 



     


    

 


(b) Delivery
and Control.


 


(i)
Each Grantor agrees that with respect to any Investment Related Property in which it currently has rights it shall comply
with the provisions of this Section 4.4.1(b) on or before the Credit Date and with respect to any Investment Related Property
hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4.1(b) immediately upon acquiring
rights therein, in each case in form and substance satisfactory to the Collateral Agent. With respect to any Investment
Related Property that is represented by a certificate or that is an “instrument” (other than any Investment
Related Property credited to a Securities Account) it shall cause such certificate or instrument to be delivered to the
Collateral Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC),
regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With
respect to any Investment Related Property that is an “uncertificated security” for purposes of the UCC (other
than any “uncertificated securities” credited to a Securities Account), it shall cause the issuer of such
uncertificated security to either (i) register the Collateral Agent as the registered owner thereof on the books and records
of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto, pursuant to which such issuer
agrees to comply with the Collateral Agent’s instructions with respect to such uncertificated security without further
consent by such Grantor. In addition to the foregoing, with respect to all Investment Related Property (including, without
limitation, Investment Related Property acquired after the Restatement Date), each Grantor shall deliver to Collateral Agent
(x) a duly executed irrevocable proxy coupled with an interest, in substantially the form of Exhibit H hereto
(“Irrevocable Proxy”), (y) a duly acknowledged equity interest registration page, in blank, from each
Issuer, substantially in the form of Exhibit I hereto, or otherwise in form and substance satisfactory to Collateral Agent
(“Registration Page”) and (z) cause each Issuer to execute and deliver a pledge acknowledgement
substantially in the form of Exhibit J hereto (“Pledge Acknowledgement”).


 


(c) Voting
and Distributions.


 


(i)
So long as no Event of Default shall have occurred and be continuing:


 


		(1)	except as otherwise provided under the covenants and agreements
relating to Investment Related Property in this Agreement or elsewhere herein or in the Credit Agreement, each Grantor shall be
entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Investment Related
Property or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Agreement; provided,
no Grantor shall exercise or refrain from exercising any such right if the Collateral Agent shall have notified such Grantor that,
in the Collateral Agent’s reasonable judgment, such action would have a Material Adverse Effect on the value of the Investment
Related Property or any part thereof; and provided further, such Grantor shall give the Collateral Agent at least five (5) Business
Days prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such
right; it being understood, however, that neither the voting by such Grantor of any Pledged Stock for, or such Grantor’s
consent to, the election of directors (or similar governing body) at a regularly scheduled annual or other meeting of stockholders
or with respect to incidental matters at any such meeting, nor such Grantor’s consent to or approval of any action otherwise
permitted under this Agreement and the Credit Agreement, shall be deemed inconsistent with the terms of this Agreement or the
Credit Agreement within the meaning of this Section 4.4(c)(i)(1), and no notice of any such voting or consent need be given to
the Collateral Agent; and



 



    	 	18	 



     


    

 


		(2)	the Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered)
to each Grantor all proxies, and other instruments as such Grantor may from time to time reasonably request for the purpose of
enabling such Grantor to exercise the voting and other consensual rights when and to the extent which it is entitled to exercise
pursuant to clause (1) above;



 


		(3)	Upon the occurrence and during the continuation of an Event of Default:



 


		(A)	all rights of each Grantor to exercise or refrain from exercising the voting and other consensual
rights which it would otherwise be entitled to exercise pursuant hereto shall cease and Collateral Agent (personally or through
an agent) shall thereupon be solely authorized and empowered to (i) transfer and register in the Collateral Agent’s name,
or in the name of the Collateral Agent’s nominee, the whole or any part of the Investment Related Property, it being acknowledged
by each Grantor (in its capacity as a Grantor and, if such Grantor is an Issuer, in its capacity as an Issuer) that such transfer
and registration may be effected by the Collateral Agent by the delivery of a Registration Page to the applicable Issuer, reflecting
the Collateral Agent or its designee as the holder of such Investment Related Property, or otherwise by the Collateral Agent through
its irrevocable appointment as attorney-in-fact pursuant to the terms hereof, (ii) exchange certificates or instruments evidencing
or representing Investment Related Property for certificates or instruments of smaller or larger denominations, (iii) exercise
the voting and all other rights in respect of the Investment Related Property as a holder with respect thereto with or without
actually becoming the holder thereof (including, without limitation, all economic rights, all control rights, authority and powers,
and all status rights of such Grantor as a member, shareholder, or other owner of any Issuer) with full power of substitution to
do so, (iv) collect and receive all dividends and other payments and distributions made thereon, (v) notify the parties
obligated on any of the Investment Related Property to make payment to the Collateral Agent of any amounts due or to become due
thereunder, (vi) endorse instruments in the name of such Grantor to allow collection of any of the Investment Related Property,
(vii) enforce collection of any of the Investment Related Property by suit or otherwise, and surrender, release, or exchange
all or any part thereof, or compromise or renew for any period (whether or not longer than the original period) any liabilities
of any nature of any Person with respect thereto, (viii) consummate any sales of Investment Related Property or exercise other
rights as set forth herein, (ix) otherwise act with respect to the Investment Related Property as though the Collateral Agent
was the outright owner thereof, and/or (x) exercise any other rights or remedies the Collateral Agent may have under the UCC
or other applicable law; and; and



 



    	 	19	 



     


    

 


		(B)	in order to permit the Collateral Agent to exercise the voting and other consensual rights which
it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to
receive hereunder: (1) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral
Agent all proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request
and (2) each Grantor acknowledges that the Collateral Agent may utilize the power of attorney and proxy set forth in Section 6.1.








 


4.4.2 Pledged
Equity Interests










 


(a) 
Representations and Warranties. Each Grantor hereby represents and warrants, on the Restatement Date and on each
Credit Date, that:


 


(i) 
Schedule 4.4.2(a)(i) (as such schedule may be amended or supplemented from time to time) sets forth under the headings “Pledged
Stock, “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,”
respectively, all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and Pledged Trust Interests owned
by any Grantor and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage
of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof
indicated on such Schedule;


 


(ii) 
except as set forth on Schedule 4.4.2(a)(ii), it has not acquired any equity interests of another entity or substantially
all the assets of another entity within the past five (5) years;


 


(iii) 
it is the record and beneficial owner of the Pledged Equity Interests free of all Liens, rights or claims of other Persons
and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements
outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity
Interests;


 


(iv) except as set forth on Schedule 4.4.2(a)(iv), it has the requisite authority to pledge, assign, transfer, deliver, deposit
and set over the Pledged Equity Interests to the Collateral Agent as provided herein;


 


(v) 
except as set forth on Schedule 4.4.2(a)(v),the pledge by such Grantor of the Pledged Equity Interests pursuant to this
Agreement does not violate (1) the Organizational Documents of such Grantor or any Issuer of such Pledged Equity Interests, or
any indenture, mortgage or material agreement to which such Grantor is a party or by which such Grantor’s properties or assets
may be bound, (2) any restriction on such transfer or encumbrance of such Pledged Equity Interests or (3) any applicable securities
law or other applicable law;


 


(vi) 
without limiting the generality of Section 4.1(a)(v), except as set forth on Schedule 4.4.2(a)(vi),no consent of any Person
including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other
trust beneficiary is necessary or desirable in connection with the creation, perfection or first priority status of the security
interest of the Collateral Agent in any Pledged Equity Interests or the exercise by the Collateral Agent of the voting or other
rights provided for in this Agreement or the exercise of remedies in respect thereof;


 



    	 	20	 



     


    

 


(vii) 
such Grantor has caused each Issuer to amend or to otherwise modify its Organizational Documents, books, records, and related
agreements, documents, and instruments, as applicable, to reflect the rights and interests of the Collateral Agent hereunder, and
to the extent required to enable and empower the Collateral Agent to exercise and enforce its rights and remedies hereunder in
respect of the Pledged Equity Interests;


 


(viii) no
material authorization or approval or other action by, and no material notice to or filing with, any Governmental
Authority is required to be obtained or made by such Grantor for (a) the due execution, delivery, and performance by such
Grantor of this Agreement, (b) the grant by such Grantor, or the perfection, of the Liens and security interests created
hereby in the Pledged Equity Interests, or (c) the exercise by the Collateral Agent in all material respects of its rights
and remedies hereunder, except as may be required in connection with any sale of any Pledged Equity Interests by laws
affecting the offering and sale of securities generally;


 


(ix) 
none of the Pledged Equity Interests are or represent interests in Issuers that: (a) are registered as investment companies
or (b) are dealt in or traded on securities exchanges or markets;


 


(x) 
except as otherwise set forth on Schedule 4.4.2(a)(x), none of the Pledged Equity Interests are or represent interests in
Issuers that have opted to be treated as securities under the uniform commercial code of any jurisdiction; and


 


(xi) 
with respect to any Pledged Equity Interests constituting uncertificated securities, the execution and delivery of this
Agreement by the applicable Grantor and Issuer will perfect Collateral Agent’s security interest in such Pledged Equity Interests
and proceeds thereof by “control”, and with respect to any Pledged Equity Interest constituting certificated securities,
the delivery of the certificate representing such Pledged Equity Interest endorsed to Collateral Agent or in blank will perfect
Collateral Agent’s security interest in such Pledged Equity Interests and any proceeds thereof by “control”.


 


(b) 
Covenants and Agreements. Each Grantor hereby covenants and agrees that:


 


(i) 
without the prior written consent of the Collateral Agent, it shall not vote to enable or take any other action to: (a)
amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other
organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property
or adversely affects the validity, perfection or priority of the Collateral Agent’s security interest, (b) permit any Issuer
of any Pledged Equity Interest to issue any additional stock, partnership interests, limited liability company interests or other
equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock
or other equity interest of any nature of such issuer, (c) other than as permitted under the Credit Agreement, permit any Issuer
of any Pledged Equity Interest to dispose of all or a material portion of their assets, (d) waive any default under or breach of
any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, (e)
cause any issuer of any Pledged Equity Interests which are not securities (for purposes of the UCC) on the date hereof to elect
or otherwise take any action to cause such Pledged Equity Interests to be treated as securities for purposes of the UCC; provided,
however, notwithstanding the foregoing, if any Issuer of any Pledged Equity Interests takes any such action in violation of the
foregoing in this clause (e), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action
and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “control”
thereof, or (f) alter the voting rights with respect to any of the Pledged Equity Interests;


 



    	 	21	 



     


    

 


(ii) 
it shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating
to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related
Property;


 


(iii) 
without the prior written consent of the Collateral Agent, it shall not permit any issuer of any Pledged Equity Interest
to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that
is not effective solely under section 9-508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii)
all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company,
partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property
is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving
or resulting Grantors upon any such merger or consolidation involving an issuer which is a Controlled Foreign Corporation, then
such Grantor shall only be required to pledge equity interests in accordance with Section 2.2; and


 


(iv) 
each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the
Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged
LLC Interest to the Collateral Agent or its nominee following an Event of Default and to the substitution of the Collateral Agent
or its nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related
thereto.


 


4.4.3 
Pledged Debt


 


(a) 
Representations and Warranties. Each Grantor hereby represents and warrants, on the Restatement Date and each Credit
Date, that:


 


(i) 
Schedule 4.4.3 (as such schedule may be amended or supplemented from time to time) sets forth under the heading “Pledged
Debt” all of the Pledged Debt owned by any Grantor and all of such Pledged Debt has been duly authorized, authenticated or
issued, and delivered and is the legal, valid and binding obligation of the issuers thereof and is not in default and constitutes
all of the issued and outstanding inter-company Indebtedness;


 



    	 	22	 



     


    

 


(b) 
Covenants and Agreements. Each Grantor hereby covenants and agrees that:


 


(i) 
it shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any individual case
or in the aggregate, a Material Adverse Effect.


 


4.4.4 
Investment Accounts


 


(a) 
Representations and Warranties. Each Grantor hereby represents and warrants, on the Restatement Date and each Credit
Date, that:


 


(i) 
Schedule 4.4.4(a)(i) hereto (as such schedule may be amended or supplemented from time to time) sets forth under the headings
“Securities Accounts” and “Commodities Accounts,” respectively, all of the Securities Accounts and Commodities
Accounts in which each Grantor has an interest. Each Grantor is the sole entitlement holder of each such Securities Account and
Commodity Account, and such Grantor has not consented to, and is not otherwise aware of, any Person (other than the Collateral
Agent pursuant hereto) having “control” (within the meanings of Sections 8-106 and 9-106 of the UCC) over, or any other
interest in, any such Securities Account or Commodity Account or securities or other property credited thereto;


 


(ii) 
Schedule 4.4.4(a)(ii) hereto (as such schedule may be amended or supplemented from time to time) sets forth under the headings
“Deposit Accounts” all of the Deposit Accounts in which each Grantor has an interest. Each Grantor is the sole account
holder of each such Deposit Account and such Grantor has not consented to, and is not otherwise aware of, any Person (other than
the Collateral Agent pursuant hereto) having either sole dominion and control (within the meaning of common law) or “control”
(within the meanings of Section 9-104 of the UCC) over, or any other interest in, any such Deposit Account or any money or other
property deposited therein; and


 


(iii) 
Each Grantor has taken all actions necessary or desirable, including those specified in Section 4.4.4(c), to: (a) establish
Collateral Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the UCC) over any portion of
the Investment Related Property constituting Certificated Securities, Uncertificated Securities, Securities Accounts, Securities
Entitlements or Commodities Accounts (each as defined in the UCC); (b) establish the Collateral Agent’s “control”
(within the meaning of Section 9-104 of the UCC) over all Deposit Accounts; and (c) deliver all Instruments to the Collateral Agent.


 


(b) 
Covenant and Agreement. Each Grantor hereby covenants and agrees with the Collateral Agent and each other Secured
Party that it shall not close or terminate any Investment Account without the prior consent of the Collateral Agent and unless
a successor or replacement account has been established with the consent of the Collateral Agent with respect to which successor
or replacement account a control agreement has been entered into by the appropriate Grantor, Collateral Agent and securities intermediary
or depository institution at which such successor or replacement account is to be maintained in accordance with the provisions
of Section 4.4.4(c).


 



    	 	23	 



     


    

 


(c) 
Delivery and Control


 


(i) 
With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause
the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially
in the form of Exhibit C hereto pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement
orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit
Account,” it shall cause the depositary institution maintaining such account to enter into an agreement substantially in
the form of Exhibit D hereto, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit
Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC)
over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities
Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Date, as of or prior to the Credit Date and (ii)
any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Date, as of
or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into
such Securities Accounts or Deposit Accounts.


 


In addition to the foregoing,
if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall
take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records
or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction
to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence of an Event
of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment
Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any
time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for
certificates or instruments of smaller or larger denominations.


 


4.5 Material Contracts


 


(a) Representations
and Warranties. Each Grantor hereby represents and warrants, on the Restatement Date and on each Credit Date, that:


 


(i) 
Schedule 4.5 (as such schedule may be amended or supplemented from time to time) sets forth all of the Material Contracts
to which such Grantor has rights;


 


(ii) 
the Material Contracts, true and complete copies (including any amendments or supplements thereof) of which have been furnished
to the Collateral Agent, have been duly authorized, executed and delivered by all parties thereto, are in full force and effect
and are binding upon and enforceable against all parties thereto in accordance with their respective terms. There exists no default
under any Material Contract by any party thereto and neither such Grantor, nor to its best knowledge, any other Person party thereto
is likely to become in default thereunder and no Person party thereto has any defenses, counterclaims or right of set-off with
respect to any Material Contract.


 



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(b) 
Covenants and Agreements. Each Grantor hereby covenants and agrees that:


 


(i) 
in addition to any rights under the Section of this Agreement relating to Receivables, the Collateral Agent may, upon notice
to the Grantor or Company Representative on behalf of Grantors, at any time notify, or require any Grantor to so notify, the counterparty
on any Material Contract of the security interest of the Collateral Agent therein. In addition, after the occurrence and during
the continuance of an Event of Default, the Collateral Agent may upon written notice to the applicable Grantor, notify, or require
any Grantor to notify, the counterparty to make all payments under the Material Contracts directly to the Collateral Agent;


 


(ii) 
each Grantor shall deliver promptly to the Collateral Agent a copy of each material demand, notice or document received
by it relating in any way to any Material Contract;


 


(iii) 
each Grantor shall deliver promptly to the Collateral Agent, and in any event within ten (10) Business Days, after (1) any
Material Contract of such Grantor is terminated or amended in a manner that is materially adverse to such Grantor or (2) any new
Material Contract is entered into by such Grantor, a written statement describing such event, with copies of such material amendments
or new contracts, delivered to the Collateral Agent (to the extent such delivery is permitted by the terms of any such Material
Contract, provided, no prohibition on delivery shall be effective if it were bargained for by such Grantor with the intent of avoiding
compliance with this Section 4.5(b)(iii)), and an explanation of any actions being taken with respect thereto;


 


(iv) 
it shall perform in all material respects all of its obligations with respect to the Material Contracts;


 


(v) 
it shall promptly and diligently exercise each material right (except the right of termination) it may have under any Material
Contract, any Supporting Obligation or Collateral Support, in each case, at its own expense, and in connection with such collections
and exercise, such Grantor shall take such action as such Grantor or the Collateral Agent may deem necessary or advisable;


 


(vi) 
it shall use its best efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating
to any Material Contract; and


 


(vii) 
each Grantor shall, within thirty (30) days of the date hereof with respect to any Non-Assignable Contract in effect on
the date hereof and within thirty (30) days after entering into any Non-Assignable Contract after the Restatement Date, request
in writing the consent of the counterparty or counterparties to the Non-Assignable Contract pursuant to the terms of such Non-Assignable
Contract or applicable law to the assignment or granting of a security interest in such Non-Assignable Contract to Secured Party
and use its best efforts to obtain such consent as soon as practicable thereafter.


 


4.6
Letter of Credit Rights.


 


(a) 
Representations and Warranties. Each Grantor hereby represents and warrants, on the Restatement Date and on each
Credit Date, that:


 


(i) 
all material letters of credit to which such Grantor has rights is listed on Schedule 4.6 (as such schedule may be amended
or supplemented from time to time) hereto; and


 



    	 	25	 



     


    

 


(ii) 
it has obtained the consent of each issuer of any material letter of credit to the assignment of the proceeds of the letter
of credit to the Collateral Agent.


 


(b) 
Covenants and Agreements. Each Grantor hereby covenants and agrees that with respect to any material letter of credit
hereafter arising it shall obtain the consent of the issuer thereof to the assignment of the proceeds of the letter of credit to
the Collateral Agent and shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit
A attached hereto, together with all Supplements to Schedules thereto.


 


4.7 
Intellectual Property.


 


(a) 
Representations and Warranties. Except as disclosed in Schedule 4.7(a) (as such schedule may be amended or supplemented
from time to time), each Grantor hereby represents and warrants, on the Restatement Date and on each Credit Date, that:


 


(i) 
Schedule 4.7(a)(i) (as such schedule may be amended or supplemented from time to time) sets forth a true and complete list
of (A) all United States, state and foreign registrations of and applications for Patents, Trademarks, and Copyrights owned by
each Grantor and (B) all Patent Licenses, Trademark Licenses, Trade Secret Licenses and Copyright Licenses material to the business
of such Grantor;


 


(ii) 
it is the sole and exclusive owner of the entire right, title, and interest in and to all Intellectual Property listed on
Schedule 4.7(a) (as such schedule may be amended or supplemented from time to time), and owns or has the valid right to use all
other Intellectual Property used in or necessary to conduct its business, free and clear of all Liens, claims, encumbrances and
licenses, except for Permitted Liens and the licenses set forth on Schedule 4.7(a)(i)(B)(1)-(4) (as each may be amended or supplemented
from time to time);


 


(iii) 
all Intellectual Property is subsisting and has not been adjudged invalid or unenforceable, in whole or in part, and each
Grantor has performed all acts and has paid all renewal, maintenance, and other fees and taxes required to maintain each and every
registration and application of Copyrights, Patents and Trademarks in full force and effect;


 


(iv) 
all Intellectual Property is valid and enforceable; no holding, decision, or judgment has been rendered in any action or
proceeding before any court or administrative authority challenging the validity of, such Grantor’s right to register, or
such Grantor’s rights to own or use, any Intellectual Property and no such action or proceeding is pending or, to the best
of such Grantor’s knowledge, threatened;


 


(v) 
all registrations and applications for Copyrights, Patents and Trademarks are standing in the name of each Grantor, and
none of the Trademarks, Patents, Copyrights or Trade Secrets has been licensed by any Grantor to any Affiliate or third party,
except as disclosed in Schedule 4.7(a)(i)(B)(1)-(4) (as each may be amended or supplemented from time to time);


 



    	 	26	 



     


    

 


(vi) 
each Grantor has been using appropriate statutory notice of registration in connection with its use of registered Trademarks,
proper marking practices in connection with the use of Patents, and appropriate notice of copyright in connection with the publication
of Copyrights material to the business of such Grantor;


 


(vii) 
each Grantor uses adequate standards of quality in the manufacture, distribution, and sale of all products sold and in the
provision of all services rendered under or in connection with all Trademark Collateral and has taken all action necessary to insure
that all licensees of the Trademark Collateral owned by such Grantor use such adequate standards of quality;


 


(viii) 
the conduct of such Grantor’s business does not infringe upon or otherwise violate any trademark, patent, copyright,
trade secret or other intellectual property right owned or controlled by a third party; no claim has been made that the use of
any Intellectual Property owned or used by Grantor (or any of its respective licensees) violates the asserted rights of any third
party;


 


(ix) 
to the best of each Grantor’s knowledge, no third party is infringing upon or otherwise violating any rights in any
Intellectual Property owned or used by such Grantor, or any of its respective licensees;


 


(x) 
no settlement or consents, covenants not to sue, nonassertion assurances, or releases have been entered into by Grantor
or to which Grantor is bound that adversely affect Grantor’s rights to own or use any Intellectual Property; and


 


(xi) 
each Grantor has not made a previous assignment, sale, transfer or agreement constituting a present or future assignment,
sale, transfer or agreement of any Intellectual Property that has not been terminated or released. There is no effective financing
statement or other document or instrument now executed, or on file or recorded in any public office, granting a security interest
in or otherwise encumbering any part of the Intellectual Property, other than in favor of the Collateral Agent.


 


(b) 
Covenants and Agreements. Each Grantor hereby covenants and agrees as follows:


 


(i) 
it shall not do any act or omit to do any act whereby any of the Intellectual Property which is material to the business
of Grantor may lapse, or become abandoned, dedicated to the public, or unenforceable, or which would adversely affect the validity,
grant, or enforceability of the security interest granted therein;


 


(ii) 
it shall not, with respect to any Trademarks which are material to the business of any Grantor, cease the use of any of
such Trademarks or fail to maintain the level of the quality of products sold and services rendered under any of such Trademark
at a level at least substantially consistent with the quality of such products and services as of the date hereof, and each Grantor
shall take all steps necessary to insure that licensees of such Trademarks use such consistent standards of quality;


 


(iii) 
it shall, within thirty (30) days of the creation or acquisition of any Copyrightable work which is material to the business
of Grantor, apply to register the Copyright in the United States Copyright Office;


 



    	 	27	 



     


    

 


(iv) 
it shall promptly notify the Collateral Agent if it knows or has reason to know that any item of the Intellectual Property
that is material to the business of any Grantor may become (a) abandoned or dedicated to the public or placed in the public domain,
(b) invalid or unenforceable, or (c) subject to any adverse determination or development (including the institution of proceedings)
in any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office, any state registry,
any foreign counterpart of the foregoing, or any court;


 


(v) 
it shall take all reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office,
any state registry or any foreign counterpart of the foregoing, to pursue any application and maintain any registration of each
Trademark, Patent, and Copyright owned by any Grantor and material to its business which is now or shall become included in the
Intellectual Property including, but not limited to, those items on Schedule 4.7(a)(i)(A)(1)-(3) (as each may be amended or supplemented
from time to time);


 


(vi) 
in the event that any Intellectual Property owned by or exclusively licensed to any Grantor is infringed, misappropriated,
or diluted by a third party, such Grantor shall promptly take all reasonable actions to stop such infringement, misappropriation,
or dilution and protect its rights in such Intellectual Property including, but not limited to, the initiation of a suit for injunctive
relief and to recover damages;


 


(vii) 
it shall promptly (but in no event more than thirty (30) days after any Grantor obtains knowledge thereof) report to the
Collateral Agent (i) the filing of any application to register any Intellectual Property with the United States Patent and Trademark
Office, the United States Copyright Office, or any state registry or foreign counterpart of the foregoing (whether such application
is filed by such Grantor or through any agent, employee, licensee, or designee thereof) and (ii) the registration of any Intellectual
Property by any such office, in each case by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially
in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto;


 


(viii) 
it shall, promptly upon the reasonable request of the Collateral Agent, execute and deliver to the Collateral Agent any
document required to acknowledge, confirm, register, record, or perfect the Collateral Agent’s interest in any part of the
Intellectual Property, whether now owned or hereafter acquired;


 


(ix) 
except with the prior consent of the Collateral Agent or as permitted under the Credit Agreement, each Grantor shall not
execute, and there will not be on file in any public office, any financing statement or other document or instruments, except financing
statements or other documents or instruments filed or to be filed in favor of the Collateral Agent and each Grantor shall not sell,
assign, transfer, license, grant any option, or create or suffer to exist any Lien upon or with respect to the Intellectual Property,
except for the Lien created by and under this Agreement and the other Credit Documents;


 


(x) 
it shall hereafter use best efforts so as not to permit the inclusion in any contract to which it hereafter becomes a party
of any provision that could or might in any way materially impair or prevent the creation of a security interest in, or the assignment
of, such Grantor’s rights and interests in any property included within the definitions of any Intellectual Property acquired
under such contracts;


 



    	 	28	 



     


    

 


(xi) 
it shall take all steps reasonably necessary to protect the secrecy of all Trade Secrets, including, without limitation,
entering into confidentiality agreements with employees and labeling and restricting access to secret information and documents;


 


(xii) 
it shall use proper statutory notice in connection with its use of any of the Intellectual Property; and


 


(xiii) 
it shall continue to collect, at its own expense, all amounts due or to become due to such Grantor in respect of the Intellectual
Property or any portion thereof. In connection with such collections, each Grantor may take (and, at the Collateral Agent’s
reasonable direction, shall take) such action as such Grantor or the Collateral Agent may deem reasonably necessary or advisable
to enforce collection of such amounts. Notwithstanding the foregoing, the Collateral Agent shall have the right at any time, to
notify, or require any Grantor to notify, any obligors with respect to any such amounts of the existence of the security interest
created hereby.


 


4.8 Commercial
Tort Claims


 


(a) 
Representations and Warranties. Each Grantor hereby represents and warrants, on the Restatement Date and on each
Credit Date, that Schedule 4.8 (as such schedule may be amended or supplemented from time to time) sets forth all Commercial Tort
Claims of each Grantor in excess of $250,000; and


 


(b) 
Covenants and Agreements. Each Grantor hereby covenants and agrees that with respect to any Commercial Tort Claim
in excess of $250,000 hereafter arising it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in
the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, identifying such new Commercial Tort
Claims.


 


SECTION
5. ACCESS; RIGHT OF INSPECTION AND FURTHER ASSURANCES; ADDITIONAL GRANTORS.


 


5.1 
Access; Right of Inspection. The Collateral Agent shall at all times have full and free access
during normal business hours to all the books, correspondence and records of each Grantor, and the Collateral Agent and its representatives
may examine the same, take extracts therefrom and make photocopies thereof, and each Grantor agrees to render to the Collateral
Agent, at such Grantor’s cost and expense, such clerical and other assistance as may be reasonably requested with regard
thereto. The Collateral Agent and its representatives shall at all times also have the right to enter any premises of each Grantor
and inspect any property of each Grantor where any of the Collateral of such Grantor granted pursuant to this Agreement is located
for the purpose of inspecting the same, observing its use or otherwise protecting its interests therein. Unless an Event of Default
has occurred and is continuing, Collateral Agent shall provide the applicable Grantor with reasonable prior notice prior to exercising
its rights under this Section 5.1.


 



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5.2 
Further Assurances.


 


(a) 
Each Grantor agrees that from time to time, at the expense of such Grantor, that it shall promptly execute and deliver all
further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Agent
may reasonably request, in order to create and/or maintain the validity, perfection or priority of and protect any security interest
granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any
Collateral. Without limiting the generality of the foregoing, each Grantor shall:


 


(i) 
file such financing or continuation statements, or amendments thereto, and execute and deliver such other agreements, instruments,
endorsements, powers of attorney or notices, as may be necessary or desirable, or as the Collateral Agent may reasonably request,
in order to perfect and preserve the security interests granted or purported to be granted hereby;


 


(ii) 
take all actions necessary to ensure the recordation of appropriate evidence of the liens and security interest granted
hereunder in the Intellectual Property with any intellectual property registry in which said Intellectual Property is registered
or in which an application for registration is pending including, without limitation, the United States Patent and Trademark Office,
the United States Copyright Office, the various Secretaries of State, and the foreign counterparts on any of the foregoing;


 


(iii) 
at any reasonable time, upon request by the Collateral Agent, assemble the Collateral and allow inspection of the Collateral
by the Collateral Agent, or persons designated by the Collateral Agent; and


 


(iv) 
at the Collateral Agent’s request, appear in and defend any action or proceeding that may affect such Grantor’s
title to or the Collateral Agent’s security interest in all or any part of the Collateral.


 


(b) 
Each Grantor hereby authorizes the Collateral Agent to file a Record or Records, including, without limitation, financing
or continuation statements, and amendments thereto, in any jurisdictions and with any filing offices as the Collateral Agent may
determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Collateral Agent
herein. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication
or description of collateral that describes such property in any other manner as the Collateral Agent may determine, in its sole
discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral granted to the
Collateral Agent herein, including, without limitation, describing such property as “all assets” or “all personal
property, whether now owned or hereafter acquired.” Each Grantor shall furnish to the Collateral Agent from time to time
statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral
as the Collateral Agent may reasonably request, all in reasonable detail.


 


(c) 
Each Grantor hereby authorizes the Collateral Agent to modify this Agreement after obtaining such Grantor’s approval
of or signature to such modification by amending Schedule 4.7 (as such schedule may be amended or supplemented from time to time)
to include reference to any right, title or interest in any existing Intellectual Property or any Intellectual Property acquired
or developed by any Grantor after the execution hereof or to delete any reference to any right, title or interest in any Intellectual
Property in which any Grantor no longer has or claims any right, title or interest.


 



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5.3 
Additional Grantors. From time to time subsequent to the date hereof, additional Persons may become parties
hereto as additional Grantors (each, an “Additional Grantor”), by executing a Counterpart Agreement. Upon delivery
of any such counterpart agreement to the Collateral Agent, notice of which is hereby waived by Grantors, each Additional Grantor
shall be a Grantor and shall be as fully a party hereto as if Additional Grantor were an original signatory hereto. Each Grantor
expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any
other Grantor hereunder, nor by any election of Collateral Agent not to cause any Subsidiary of Holdings to become an Additional
Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether
any other Person becomes or fails to become or ceases to be a Grantor hereunder.


 


SECTION
6. COLLATERAL AGENT APPOINTED PROXY ATTORNEY-IN-FACT.


 


6.1 
Power of Attorney.Each Grantor hereby irrevocably appoints the Collateral Agent (such appointment
being coupled with an interest and terminable only upon the payment in full of the Secured Obligations (other than contingent
indemnification obligations arising under the Credit Documents for which no claims have been asserted)) as such Grantor’s
attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor, the Collateral Agent
or otherwise, from time to time in the Collateral Agent’s discretion to take any action and to execute any instrument that
the Collateral Agent may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without
limitation, the following:


 


(a) 
upon the occurrence and during the continuance of any Event of Default, to obtain and adjust insurance required to be maintained
by such Grantor or paid to the Collateral Agent pursuant to the Credit Agreement;


 


(b) 
upon the occurrence and during the continuance of any Event of Default, to ask for, demand, collect, sue for, recover, compound,
receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral;


 


(c) 
upon the occurrence and during the continuance of any Event of Default, to receive, endorse and collect any drafts or other
instruments, documents and chattel paper in connection with clause (b) above;


 


(d) 
upon the occurrence and during the continuance of any Event of Default, to file any claims or take any action or institute
any proceedings that the Collateral Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise
to enforce the rights of the Collateral Agent with respect to any of the Collateral;


 


(e) 
to prepare and file any UCC financing statements against such Grantor as debtor;


 



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(f) 
to prepare, sign, and file for recordation in any intellectual property registry, appropriate evidence of the lien and security
interest granted herein in the Intellectual Property in the name of such Grantor as debtor;


 


(g) 
to take or cause to be taken all actions necessary to perform or comply or cause performance or compliance with the terms
of this Agreement, including, without limitation, access to pay or discharge taxes or Liens (other than Permitted Liens) levied
or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the
same to be determined by the Collateral Agent in its sole discretion, any such payments made by the Collateral Agent to become
obligations of such Grantor to the Collateral Agent, due and payable immediately without demand; and


 


(h) 
generally to sell, transfer, pledge, 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 to do, at the Collateral
Agent’s option and such Grantor’s expense, at any time or from time to time, all acts and things that the Collateral
Agent deems reasonably necessary to protect, preserve or realize upon the Collateral and the Collateral Agent’s security
interest therein in order to effect the intent of this Agreement, all as fully and effectively as such Grantor might do.


 


6.2 
Voting Rights; Proxy


 


(a)
EACH GRANTOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS COLLATERAL AGENT AS ITS PROXY AND ATTORNEY-IN-FACT FOR SUCH GRANTOR
WITH RESPECT TO THE PLEDGED EQUITY INTERESTS WITH THE RIGHT TO, DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, TAKE ANY OF
THE FOLLOWING ACTIONS (I) TRANSFER AND REGISTER IN ITS NAME OR IN THE NAME OF ITS NOMINEE THE WHOLE OR ANY PART OF THE
PLEDGED EQUITY INTERESTS, (II) VOTE THE PLEDGED EQUITY INTERESTS, WITH FULL POWER OF SUBSTITUTION TO DO SO,
(III) RECEIVE AND COLLECT ANY DIVIDEND OR OTHER PAYMENT OR DISTRIBUTION IN RESPECT OF OR IN EXCHANGE FOR THE PLEDGED
COLLATERAL OR ANY PORTION THEREOF, TO GIVE FULL DISCHARGE FOR THE SAME AND TO INDORSE ANY INSTRUMENT MADE PAYABLE TO PLEDGOR
FOR SAME, (IV) EXERCISE ALL OTHER RIGHTS, POWERS, PRIVILEGES AND REMEDIES TO WHICH A HOLDER OF THE PLEDGED EQUITY
INTERESTS WOULD BE ENTITLED (INCLUDING, WITH RESPECT TO THE PLEDGED EQUITY INTERESTS, GIVING OR WITHHOLDING WRITTEN CONSENTS
OF MEMBERS, CALLING SPECIAL MEETINGS OF MEMBERS AND VOTING AT SUCH MEETINGS), AND (V) TAKE ANY ACTION AND TO EXECUTE ANY
INSTRUMENT WHICH COLLATERAL AGENT MAY DEEM NECESSARY OR ADVISABLE TO ACCOMPLISH THE PURPOSES OF THIS AGREEMENT. THE
APPOINTMENT OF COLLATERAL AGENT AS PROXY AND ATTORNEY-IN-FACT IS COUPLED WITH AN INTEREST AND SHALL BE VALID AND IRREVOCABLE
UNTIL (X) THE SECURED OBLIGATIONS HAVE BEEN INDEFEASIBLY PAID IN FULL IN ACCORDANCE WITH THE PROVISIONS OF THE CREDIT
AGREEMENT and THE OTHER CREDIT DOCUMENTS AND, (Y) ALL THE SECURED OBLIGATIONS HAVE BEEN PAID IN FULL AND THE COMMITMENTS
UNDER THE CREDIT AGREEMENT HAVE EXPIRED OR BEEN TERMINATED (THE OCCURRENCE OF EACH OF THE FOREGOING, THE
“TERMINATION DATE”); IT BEING UNDERSTOOD THAT SUCH SECURED OBLIGATIONS AND COMMITMENTS WILL CONTINUE TO BE
EFFECTIVE OR AUTOMATICALLY REINSTATED, AS THE CASE MAY BE, IF AT ANY TIME PAYMENT, IN WHOLE OR IN PART, OF ANY OF THE SECURED
OBLIGATIONS IS RESCINDED OR MUST OTHERWISE BE RESTORED OR RETURNED BY THE COLLATERAL AGENT, ADMINISTRATIVE AGENT OR ANY
LENDER FOR ANY REASON, INCLUDING AS A PREFERENCE, FRAUDULENT CONVEYANCE, OR OTHERWISE UNDER ANY BANKRUPTCY, INSOLVENCY, OR
SIMILAR LAW, ALL AS THOUGH SUCH PAYMENT HAD NOT BEEN MADE; IT BEING FURTHER UNDERSTOOD THAT IN THE EVENT PAYMENT OF ALL OR
ANY PART OF THE SECURED OBLIGATIONS IS RESCINDED OR MUST BE RESTORED OR RETURNED, ALL REASONABLE OUT-OF-POCKET COSTS AND
EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND DISBURSEMENTS) INCURRED BY THE COLLATERAL AGENT
IN DEFENDING AND ENFORCING SUCH REINSTATEMENT SHALL BE DEEMED TO BE INCLUDED AS A PART OF THE SECURED OBLIGATIONS). SUCH
APPOINTMENT OF COLLATERAL AGENT AS PROXY AND ATTORNEY-IN-FACT SHALL BE VALID AND IRREVOCABLE AS PROVIDED HEREIN
NOTWITHSTANDING ANY LIMITATIONS TO THE CONTRARY SET FORTH IN THE ORGANIZATIONAL DOCUMENTS OF ANY GRANTOR OR ANY ISSUER. In
order to further affect the foregoing transfer of rights in favor of Collateral Agent, Collateral Agent shall have the right,
upon the occurrence and during the continuance of an Event of Default, to present to any Grantor or any Issuer an Irrevocable
Proxy and/or Registration Page.


 



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(b) 
Upon the occurrence and during the continuation of an Event of Default, Collateral Agent (personally or through an agent)
is hereby authorized and empowered to take any or all of the actions set forth in Section 4.4.1(c)(i)(3)(A) and exercise any other
rights or remedies Collateral Agent may have under the UCC or other applicable law.


 


(c) 
All prior proxies given by any Grantor with respect to any of the Investment Related Property (other than to Collateral
Agent), are hereby revoked, and no subsequent proxies (other than to Collateral Agent) will be given with respect to any of the
Investment Related Property, unless the Collateral Agent otherwise subsequently agrees in writing. The Collateral Agent, as proxy,
will be empowered and may exercise the irrevocable proxy to vote the Investment Related Property at any and all times during the
existence of an Event of Default, including, but not limited to, at any meeting of shareholders, partners, or members, as the case
may be, however called, and at any adjournment thereof, or in any action by written consent, and may waive any notice otherwise
required in connection therewith. To the fullest extent permitted by applicable law, the Collateral Agent shall have no agency,
fiduciary, or other implied duties to any Grantor, any Credit Party, or any other Person when acting in its capacity as such proxy
or attorney-in-fact. Each Grantor hereby waives and releases to the fullest extent permitted by applicable law any claims that
it may otherwise have against the Collateral Agent with respect to any breach or alleged breach of any such agency, fiduciary,
or other duty.


 


6.3 
No Duty on the Part of Collateral Agent or Secured Parties. The powers conferred on the Collateral Agent
hereunder are solely to protect the interests of the Secured Parties in the Collateral and shall not impose any duty upon the
Collateral Agent or any Secured Party to exercise any such powers. The Collateral Agent and the 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.


 






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SECTION
7. REMEDIES.


 


7.1 
Generally.


 


(a) 
If any Event of Default shall have occurred and be continuing, the Collateral Agent may exercise in respect of the Collateral,
in addition to all other rights and remedies provided for herein or otherwise available to it at law or in equity, all the rights
and remedies of the Collateral Agent on default under the UCC (whether or not the UCC applies to the affected Collateral) to collect,
enforce or satisfy any Secured Obligations then owing, whether by acceleration or otherwise, and also may pursue any of the following
separately, successively or simultaneously:


 


(i) 
require any Grantor to, and each Grantor hereby agrees that it shall at its expense and promptly upon request of the Collateral
Agent forthwith, assemble all or part of the Collateral as directed by the Collateral Agent and make it available to the Collateral
Agent at a place to be designated by the Collateral Agent that is reasonably convenient to both parties;


 


(ii) 
enter onto the property where any Collateral is located and take possession thereof with or without judicial process;


 


(iii) 
prior to the disposition of the Collateral, store, process, repair or recondition the Collateral or otherwise prepare the
Collateral for disposition in any manner to the extent the Collateral Agent deems appropriate; and


 


(iv) 
without notice except as specified below or under the UCC, sell, assign, lease, license (on an exclusive or nonexclusive
basis) or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, at any of the
Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price
or prices and upon such other terms as the Collateral Agent may deem commercially reasonable.


 


(b) 
The Collateral Agent or any Secured Party may be the purchaser of any or all of the Collateral at any public or private
(to the extent to the portion of the Collateral being privately sold is of a kind that is customarily sold on a recognized market
or the subject of widely distributed standard price quotations) sale in accordance with the UCC and the Collateral Agent, as collateral
agent for and representative of the Secured Parties, shall be entitled, for the purpose of bidding and making settlement or payment
of the purchase price for all or any portion of the Collateral sold at any such sale made in accordance with the UCC, to use and
apply any of the Secured Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral
Agent at such sale. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the
part of any Grantor, and each Grantor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay
and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter
enacted. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days notice to such
Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable
notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been
given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed
therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Grantor agrees
that it would not be commercially unreasonable for the Collateral Agent to dispose of the Collateral or any portion thereof by
using Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable
capability of doing so, or that match buyers and sellers of assets. Each Grantor hereby waives any claims against the Collateral
Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than
the price which might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and does
not offer such Collateral to more than one offeree. If the proceeds of any sale or other disposition of the Collateral are insufficient
to pay all the Secured Obligations, Grantors shall be liable for the deficiency and the fees of any attorneys employed by the Collateral
Agent to collect such deficiency. Each Grantor further agrees that a breach of any of the covenants contained in this Section will
cause irreparable injury to the Collateral Agent, that the Collateral Agent has no adequate remedy at law in respect of such breach
and, as a consequence, that each and every covenant contained in this Section shall be specifically enforceable against such Grantor,
and such Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants
except for a defense that no default has occurred giving rise to the Secured Obligations becoming due and payable prior to their
stated maturities. Nothing in this Section shall in any way alter the rights of the Collateral Agent hereunder.


 



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(c) 
The Collateral Agent may sell the Collateral without giving any warranties as to the Collateral. The Collateral Agent may
specifically disclaim or modify any warranties of title or the like. This procedure will not be considered to adversely affect
the commercial reasonableness of any sale of the Collateral.


 


(d) 
 The Collateral Agent shall have no obligation to marshal any of the Collateral.


 


7.2  Application
of Proceeds. Except as expressly provided elsewhere in this Agreement, all proceeds received by the Collateral Agent in
respect of any sale, any collection from, or other realization upon all or any part of the Collateral shall be applied in
full or in part by the Collateral Agent against the Secured Obligations as set forth in Section 2.15(h) of the Credit
Agreement.


 


7.3  Sales
on Credit. If Collateral Agent sells any of the Collateral upon credit, Grantor will be credited only with payments
actually made by purchaser and received by Collateral Agent and applied to indebtedness of the purchaser. In the event the
purchaser fails to pay for the Collateral, Collateral Agent may resell the Collateral and Grantor shall be credited with
proceeds of the sale.


 


7.4  Deposit
Accounts. If any Event of Default shall have occurred and be continuing, the Collateral Agent may apply the balance from
any Deposit Account or instruct the bank at which any Deposit Account is maintained to pay the balance of any Deposit Account
to or for the benefit of the Collateral Agent.


 



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7.5 
Investment Related Property.


 


(a) 
Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act and applicable state securities
laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Investment Related Property conducted
without prior registration or qualification of such Investment Related Property under the Securities Act and/or such state securities
laws, to limit purchasers to those who will agree, among other things, to acquire the Investment Related Property for their own
account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private
sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including
a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances,
each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the
Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Related
Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration
under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register
it. If the Collateral Agent determines to exercise its right to sell any or all of the Investment Related Property, upon written
request, each Grantor shall and shall cause each Issuer of any Pledged Equity Interest to be sold hereunder from time to time to
furnish to the Collateral Agent all such information as the Collateral Agent may request in order to determine the number and nature
of interest, shares or other instruments included in the Investment Related Property which may be sold by the Collateral Agent
in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder,
as the same are from time to time in effect.


 


(b) 
Any transfer to Collateral Agent or its nominee, or registration in the name of Collateral Agent or its nominee, of the
whole or any part of the Investment Related Property, whether by the delivery of a Registration Page to any issuer of Investment
Related Property or otherwise, shall, absent the election of Collateral Agent to the contrary, be made solely for purposes of effectuating
voting or other consensual rights with respect to the Investment Related Property in accordance with the terms hereof, and (absent
the Collateral Agent’s election) is not intended to effectuate any transfer whatsoever of ownership of any of the Investment
Related Property. Notwithstanding any transfer to the Collateral Agent or its nominee, or any registration in the name of the Collateral
Agent or its nominee, or any delivery or any modification of a Registration Page, or any exercise of an Irrevocable Proxy, the
Collateral Agent shall not be deemed the owner of, or assume any obligations of the owner or holder of, the Investment Related
Property unless and until the Collateral Agent subsequently expressly accepts such obligations in a duly authorized and executed
writing, or otherwise becomes the owner thereof under applicable law (including, without limitation, through a sale as described
herein). In no event shall the acceptance of this Agreement by the Collateral Agent, or the exercise by the Collateral Agent of
any rights hereunder or assigned hereby, constitute an assumption of any liability or obligation whatsoever of any Grantor, any
Issuer, or any other Person to, under, or in connection with any Organizational Document thereof or any related agreements, documents,
instruments, or otherwise.


 


(c) 
Each Grantor agrees that it hereby waives any and all rights of subrogation, reimbursement, exoneration, contribution, and
similar rights it may have against any Issuer of Investment Related Property, upon the sale or sales or dispositions of any portion
or all of the Collateral by Collateral Agent.


 


(d) 
Each Grantor further agrees that a breach of any of the covenants contained in Section 4.4 and this Section 7.5 will cause
irreparable injury to Collateral Agent, that Collateral Agent shall have no adequate remedy at law in respect of such breach and,
as a consequence, agrees that each and every covenant contained in Section 4.4 and this Section 7.5 shall be specifically enforceable
against such Grantor, and each Grantor hereby waives and agrees not to assert any defenses against an action for specific performance
of such covenants except for a defense that the Secured Obligations are not then due and payable in accordance with the agreements
and instruments governing and evidencing such obligations.


 



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7.6 
Intellectual Property.


 


(a) 
Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation of an Event of
Default:


 


(i) 
the Collateral Agent shall have the right (but not the obligation) to bring suit or otherwise commence any action or proceeding
in the name of any Grantor, the Collateral Agent or otherwise, in the Collateral Agent’s sole discretion, to enforce any
Intellectual Property, in which event such Grantor shall, at the request of the Collateral Agent, do any and all lawful acts and
execute any and all documents required by the Collateral Agent in aid of such enforcement and such Grantor shall promptly, upon
demand, reimburse and indemnify the Collateral Agent as provided in Section 10 hereof in connection with the exercise of its rights
under this Section, and, to the extent that the Collateral Agent shall elect not to bring suit to enforce any Intellectual Property
as provided in this Section, each Grantor agrees to use all reasonable measures, whether by action, suit, proceeding or otherwise,
to prevent the infringement or other violation of any of such Grantor’s rights in the Intellectual Property by others and
for that purpose agrees to diligently maintain any action, suit or proceeding against any Person so infringing as shall be necessary
to prevent such infringement or violation;


 


(ii) 
upon written demand from the Collateral Agent, each Grantor shall grant, assign, convey or otherwise transfer to the Collateral
Agent or such Collateral Agent’s designee all of such Grantor’s right, title and interest in and to the Intellectual
Property and shall execute and deliver to the Collateral Agent such documents as are necessary or appropriate to carry out the
intent and purposes of this Agreement;


 


(iii) 
each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding
only to the extent that the Collateral Agent (or any Secured Party) receives cash proceeds in respect of the sale of, or other
realization upon, the Intellectual Property;


 


(iv) 
within five (5) Business Days after written notice from the Collateral Agent, each Grantor shall make available to the Collateral
Agent, to the extent within such Grantor’s power and authority, such personnel in such Grantor’s employ on the date
of such Event of Default as the Collateral Agent may reasonably designate, by name, title or job responsibility, to permit such
Grantor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such
Grantor under or in connection with the Trademarks, Trademark Licenses, such persons to be available to perform their prior functions
on the Collateral Agent’s behalf and to be compensated by the Collateral Agent at such Grantor’s expense on a per diem,
pro-rata basis consistent with the salary and benefit structure applicable to each as of the date of such Event of Default; and


 



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(v) 
the Collateral Agent shall have the right to notify, or require each Grantor to notify, any obligors with respect to amounts
due or to become due to such Grantor in respect of the Intellectual Property, of the existence of the security interest created
herein, to direct such obligors to make payment of all such amounts directly to the Collateral Agent, and, upon such notification
and at the expense of such Grantor, to enforce collection of any such amounts and to adjust, settle or compromise the amount or
payment thereof, in the same manner and to the same extent as such Grantor might have done;


 


		(1)	all amounts and proceeds (including checks and other instruments) received by Grantor in respect
of amounts due to such Grantor in respect of the Collateral or any portion thereof shall be received in trust for the benefit of
the Collateral Agent hereunder, shall be segregated from other funds of such Grantor and shall be forthwith paid over or delivered
to the Collateral Agent in the same form as so received (with any necessary endorsement) to be held as cash Collateral and applied
as provided by Section 7.7 hereof; and



 


		(2)	Grantor shall not adjust, settle or compromise the amount or payment of any such amount or release
wholly or partly any obligor with respect thereto or allow any credit or discount thereon. 



 


(b) 
If (i) an Event of Default shall have occurred and, by reason of cure, waiver, modification, amendment or otherwise, no
longer be continuing, (ii) no other Event of Default shall have occurred and be continuing, (iii) an assignment or other transfer
to the Collateral Agent of any rights, title and interests in and to the Intellectual Property shall have been previously made
and shall have become absolute and effective, and (iv) the Secured Obligations shall not have become immediately due and payable,
upon the written request of any Grantor, the Collateral Agent shall promptly execute and deliver to such Grantor, at such Grantor’s
sole cost and expense, such assignments or other transfer as may be necessary to reassign to such Grantor any such rights, title
and interests as may have been assigned to the Collateral Agent as aforesaid, subject to any disposition thereof that may have
been made by the Collateral Agent; provided, after giving effect to such reassignment, the Collateral Agent’s security interest
granted pursuant hereto, as well as all other rights and remedies of the Collateral Agent granted hereunder, shall continue to
be in full force and effect; and provided further, the rights, title and interests so reassigned shall be free and clear of any
other Liens granted by or on behalf of the Collateral Agent and the Secured Parties.


 


(c) 
Solely for the purpose of enabling the Collateral Agent to exercise rights and remedies under this Section 7 and at such
time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the
Collateral Agent, to the extent it has the right to do so, an irrevocable, nonexclusive license (exercisable without payment of
royalty or other compensation to such Grantor), subject, in the case of Trademarks, to sufficient rights to quality control and
inspection in favor of such Grantor to avoid the risk of invalidation of said Trademarks, to use, operate under, license, or sublicense
any Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located.


 


7.7 
Cash Proceeds. In addition to the rights of the Collateral Agent specified in Section 4.3 with respect
to payments of Receivables, all proceeds of any Collateral received by any Grantor consisting of cash, checks and other non-cash
items (collectively, “Cash Proceeds”) shall be held by such Grantor in trust for the Collateral Agent, segregated
from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, unless otherwise provided pursuant to Section
4.4(a)(ii), 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) and held by the Collateral Agent in the Collateral Account. Any Cash Proceeds received by the
Collateral Agent (whether from a Grantor or otherwise): (i) if no Event of Default shall have occurred and be continuing, shall
be held by the Collateral Agent for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations
(whether matured or unmatured) and (ii) if an Event of Default shall have occurred and be continuing, may, in the sole discretion
of the Collateral Agent, (A) be held by the Collateral Agent for the ratable benefit of the Secured Parties, as collateral security
for the Secured Obligations (whether matured or unmatured) and/or (B) then or at any time thereafter may be applied by the Collateral
Agent against the Secured Obligations then due and owing.


 



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SECTION
8. COLLATERAL AGENT.


 


The Collateral Agent
has been appointed to act as Collateral Agent hereunder by Lenders and, by their acceptance of the benefits hereof, the other Secured
Parties. The Collateral Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise
or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release
or substitution of Collateral), solely in accordance with this Agreement and the Credit Agreement; provided, the Collateral Agent
shall, after payment in full of all Obligations under the Credit Agreement and the other Credit Documents, exercise, or refrain
from exercising, any remedies provided for herein in accordance with the instructions of the holders of a majority of the aggregate
notional amount (or, with respect to any Interest Rate Agreement that has been terminated in accordance with its terms, the amount
then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) under such
Interest Rate Agreement) under all Interest Rate Agreements. In furtherance of the foregoing provisions of this Section, each Secured
Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral
hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely
by the Collateral Agent for the benefit of Secured Parties in accordance with the terms of this Section. Collateral Agent may resign
at any time by giving thirty (30) days’ prior written notice thereof to Lenders and the Grantors, and Collateral Agent may
be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Grantors and
Collateral Agent signed by the Requisite Lenders. Upon any such notice of resignation or any such removal, Requisite Lenders shall
have the right, upon five (5) Business Days’ notice to the Administrative Agent, to appoint a successor Collateral Agent.
Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral
Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed
Collateral Agent under this Agreement, and the retiring or removed Collateral Agent under this Agreement shall promptly (i) transfer
to such successor Collateral Agent all sums, Securities and other items of Collateral held hereunder, together with all records
and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent
under this Agreement, and (ii) execute and deliver to such successor Collateral Agent or otherwise authorize the filing of
such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the
assignment to such successor Collateral Agent of the security interests created hereunder, whereupon such retiring or removed Collateral
Agent shall be discharged from its duties and obligations under this Agreement. After any retiring or removed Collateral Agent’s
resignation or removal hereunder as the Collateral Agent, the provisions of this Agreement shall inure to its benefit as to any
actions taken or omitted to be taken by it under this Agreement while it was the Collateral Agent hereunder.


 






    	 	39	 



     


    

 


SECTION
9. CONTINUING SECURITY INTEREST; TRANSFER OF LOANS.


 


This Agreement shall
create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of
all Secured Obligations, the cancellation or termination of the Commitments, be binding upon each Grantor, its successors and assigns,
and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and
its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit
Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon
become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment in full of all
Secured Obligations, the cancellation or termination of the Commitments, the security interest granted hereby shall automatically
terminate hereunder and of record and all rights to the Collateral shall revert to Grantors. Upon any such termination the Collateral
Agent shall, at Grantors’ expense, execute and deliver to Grantors or otherwise authorize the filing of such documents as
Grantors shall reasonably request, including financing statement amendments to evidence such termination. Upon any disposition
of property permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property
shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall,
at Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors shall reasonably
request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence
such release.


 


SECTION
10. STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM.


 


The powers conferred
on the Collateral Agent hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon it to
exercise any such powers. Except for the exercise of reasonable care in the custody of any Collateral in its possession and the
accounting for moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any Collateral or as to
the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. The
Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of Collateral in its possession
if such Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property. Neither
the Collateral Agent nor any of its directors, officers, employees or agents shall be liable for failure to demand, collect or
realize upon all or any part 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 otherwise. If any Grantor fails to perform any agreement contained
herein, the Collateral Agent may itself perform, or cause performance of, such agreement, and the expenses of the Collateral Agent
incurred in connection therewith shall be payable by each Grantor under Section 10.2 of the Credit Agreement.


 



    	 	40	 



     


    

 


SECTION
11. MISCELLANEOUS.


 


Any notice required
or permitted to be given under this Agreement shall be given in accordance with Section 10.1 of the Credit Agreement. No failure
or delay on the part of the Collateral Agent in the exercise of any power, right or privilege hereunder or under any other Credit
Document shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor
shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any
other power, right or privilege. All rights and remedies existing under this Agreement and the other Credit Documents are cumulative
to, and not exclusive of, any rights or remedies otherwise available. In case any provision in or obligation under this Agreement
shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions
or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.
All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of
such covenants, the fact that it would be permitted by an exception to, or would otherwise be within the limitations of, another
covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists. This Agreement
shall be binding upon and inure to the benefit of the Collateral Agent and Grantors and their respective successors and assigns.
No Grantor shall, without the prior written consent of the Collateral Agent given in accordance with the Credit Agreement, assign
any right, duty or obligation hereunder. This Agreement and the other Credit Documents embody the entire agreement and understanding
between Grantors and the Collateral Agent and supersede all prior agreements and understandings between such parties relating to
the subject matter hereof and thereof. Accordingly, the Credit Documents may not be contradicted by evidence of prior, contemporaneous
or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties. This Agreement may be
executed in one or more counterparts and by different parties hereto in separate counterparts, each of which when so executed and
delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature
pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are
physically attached to the same document.


 


This Agreement amends
and restates the Prior Security Agreement.  Each Grantor party to the Prior Security Agreement hereby reaffirms the liens
and security interests granted pursuant to the terms of the Prior Security Agreement and its obligations thereunder, and each of
the Companies hereby agrees to be fully bound by the Prior Security Agreement as if it had been party to and executed the Prior
Security Agreement. Each Grantor confirms that the security interests granted pursuant to the terms of the Prior Security Agreement
continue to secure the Secured Obligations and remain in full force and effect except as expressly modified hereby, and each Grantor
agrees that the liens securing the Collateral are perfected first priority liens. No novation is intended or implied.


 


THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS CONFLICTS OF LAW PROVISIONS (OTHER THAN SECTION 5-1401
AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATION LAWS).


 


[Signature Pages Follow]


 




    	 	41	 



     


    

 


IN WITNESS WHEREOF,
each Grantor and the Collateral Agent have caused this Agreement to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.


 


	 	MERIDIAN WASTE SOLUTIONS, INC., as Holdings
	 	 	 
	 	By:	/s/ Jeffrey S. Cosman
	 	 	Name: Jeffrey S. Cosman
	 	 	Title: Chief Executive Officer
	 	 	 
	 	MERIDIAN WASTE OPERATIONS, INC. 
	 	 	 
	 	By:	/s/ Jeffrey S. Cosman
	 	 	Name: Jeffrey S. Cosman
	 	 	Title: Chief Executive Officer
	 	 	 
	 	MOBILE SCIENCE TECHNOLOGIES, INC.
	 	 	 
	 	By:	/s/ Jeffrey S. Cosman
	 	 	Name: Jeffrey S. Cosman
	 	 	Title: Vice President
	 	 	 
	 	ATTIS HEALTHCARE, LLC
	 	 	 
	 	By:	/s/ Jeffrey S. Cosman
	 	 	Name: Jeffrey S. Cosman
	 	 	Title: Manager
	 	 	 
	 	ADVANCED LIGNIN BIOCOMPOSITES LLC
	 	 	 
	 	By:	/s/ Jeffrey S. Cosman
	 	 	Name: Jeffrey S. Cosman
	 	 	Title: Manager
	 	 	 
	 	INTEGRITY LAB SOLUTIONS, LLC
	 	 	 
	 	By:	/s/ Jeffrey S. Cosman
	 	 	Name: Jeffrey S. Cosman
	 	 	Title: Manager


 


[Signature Page to Amended and Restated
Pledge and Security Agreement]


 




     


     


    

 


	 	RED X MEDICAL LLC
	 	 	 
	 	By:	/s/ Jeffrey S. Cosman
	 	 	Name: Jeffrey S. Cosman
	 	 	Title: Manager
	 	 	 
	 	WELNESS BENEFITS, LLC
	 	 	 
	 	By:	/s/ Jeffrey S. Cosman
	 	 	Name: Jeffrey S. Cosman
	 	 	Title: Manager
	 	 	 
	 	LGMG, LLC
	 	 	 
	 	By:	/s/ Jeffrey S. Cosman
	 	 	Name: Jeffrey S. Cosman
	 	 	Title: Manager
	 	 	 
	 	ATTIS INNOVATIONS, LLC
	 	 	 
	 	By:	/s/ Jeffrey S. Cosman
	 	 	Name: Jeffrey S. Cosman
	 	 	Title: Manager
	 	 	 
	 	ATTIS ENVICARE MEDICAL WASTE, LLC
	 	 	 
	 	By:	/s/ Jeffrey S. Cosman
	 	 	Name: Jeffrey S. Cosman
	 	 	Title: Manager
	 	 	 
	 	ATTIS GENETICS, LLC
	 	 	 
	 	By:	/s/ Jeffrey S. Cosman
	 	 	Name: Jeffrey S. Cosman
	 	 	Title: Manager
	 	 	 


 


[Signature Page to Amended and Restated
Pledge and Security Agreement]


 




     


     


    

 


	 	ATTIS FEDERAL LABS, LLC
	 	 	 
	 	By:	/s/ Jeffrey S. Cosman
	 	 	Name: Jeffrey S. Cosman
	 	 	Title: Manager
	 	 	 
	 	ATTIS COMMERCIAL LABS, LLC
	 	 	 
	 	By:	/s/ Jeffrey S. Cosman
	 	 	Name: Jeffrey S. Cosman
	 	 	Title: Manager
	 	 	 


 


[Signature Page to Amended and Restated
Pledge and Security Agreement]’


 




     


     


    

 


	 	GOLDMAN SACHS SPECIALTY LENDING GROUP, L.P.,
	 	as the Collateral Agent
	 	 	 
	 	By:	/s/ Justin Betzen
	 	 	Name: Justin Betzen
	 	 	Title: Senior Vice President


 


 


 


[Signature Page to Amended and Restated
Pledge and Security Agreement]