Guaranty and Security Agreement



 Exhibit 10.4 
 EXECUTION VERSION 
 GUARANTY AND SECURITY AGREEMENT

 Dated as of February 11, 2010 
 by 
 CONSTAR, INC., 
 as the Borrower, 
 and 
 Each Other Grantor 
 From Time to Time Party Hereto 
 in favor of 
 GENERAL ELECTRIC CAPITAL CORPORATION, 
 as Agent 







 TABLE OF CONTENTS 
  

					
	 	  	 	  	Page
	ARTICLE I DEFINED TERMS	  	1
		  	Section 1.1 Definitions	  	1
		  	Section 1.2 Certain Other Terms	  	4
		
	ARTICLE II GUARANTY	  	5
		  	Section 2.1 Guaranty	  	5
		  	Section 2.2 Limitation of Guaranty	  	5
		  	Section 2.3 Contribution	  	6
		  	Section 2.4 Authorization; Other Agreements	  	6
		  	Section 2.5 Guaranty Absolute and Unconditional	  	7
		  	Section 2.6 Waivers	  	7
		  	Section 2.7 Reliance	  	8
		
	ARTICLE III GRANT OF SECURITY INTEREST	  	8
		  	Section 3.1 Collateral	  	8
		  	Section 3.2 Grant of Security Interest in Collateral	  	9
		
	ARTICLE IV Representations and Warranties	  	9
		  	Section 4.1 Title; No Other Liens	  	9
		  	Section 4.2 Perfection and Priority	  	10
		  	Section 4.3 Pledged Collateral	  	10
		  	Section 4.4 Instruments and Tangible Chattel Paper Formerly Accounts	  	11
		  	Section 4.5 Intellectual Property	  	11
		  	Section 4.6 Commercial Tort Claims	  	11
		  	Section 4.7 Specific Collateral	  	12
		  	Section 4.8 Enforcement	  	12
		  	Section 4.9 Representations and Warranties of the Credit Agreement	  	12
		
	ARTICLE V Covenants	  	12
		  	Section 5.1 Maintenance of Perfected Security Interest; Further Documentation and Consents	  	12
		  	Section 5.2 Pledged Collateral	  	13
		  	Section 5.3 Accounts	  	14
		  	Section 5.4 Commodity Contracts	  	14
		  	 Section 5.5 Delivery of Instruments and Tangible Chattel Paper and Control of Investment Property, Letter-of-Credit Rights and
Electronic Chattel Paper
	  	14
		  	Section 5.6 Intellectual Property	  	15
		  	Section 5.7 Notices	  	16
		  	Section 5.8 Notice of Commercial Tort Claims	  	16
		  	Section 5.9 Controlled Securities Account	  	17

  

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 TABLE OF CONTENTS 
 (Cont’d) 
  

					
	 	  	Page
	ARTICLE VI Remedial Provisions	  	17
		 	Section 6.1 Code and Other Remedies	  	17
		 	Section 6.2 Accounts and Payments in Respect of General Intangibles	  	20
		 	Section 6.3 Pledged Collateral	  	21
		 	Section 6.4 Proceeds to be Turned over to and Held by Agent	  	22
		 	Section 6.5 Sale of Pledged Collateral	  	22
		 	Section 6.6 Deficiency	  	23
		
	ARTICLE VII Agent	  	23
		 	Section 7.1 Agent’s Appointment as Attorney-in-Fact	  	23
		 	Section 7.2 Authorization to File Financing Statements	  	25
		 	Section 7.3 Authority of Agent	  	25
		 	Section 7.4 Duty; Obligations and Liabilities	  	25
		
	ARTICLE VIII Miscellaneous	  	26
		 	Section 8.1 Reinstatement	  	26
		 	Section 8.2 Release of Collateral	  	26
		 	Section 8.3 Independent Obligations	  	27
		 	Section 8.4 No Waiver by Course of Conduct	  	27
		 	Section 8.5 Amendments in Writing	  	27
		 	Section 8.6 Additional Grantors; Additional Pledged Collateral	  	27
		 	Section 8.7 Notices	  	28
		 	Section 8.8 Successors and Assigns	  	28
		 	Section 8.9 Counterparts	  	28
		 	Section 8.10 Severability	  	28
		 	Section 8.11 Governing Law	  	28
		 	Section 8.12 Waiver of Jury Trial	  	29

  

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 ANNEXES AND SCHEDULES 
  

			
	Annex 1	  	Form of Pledge Amendment
	Annex 2	  	Form of Joinder Agreement
	Annex 3	  	Form of Intellectual Property Security Agreement
		
	Schedule 1	  	Commercial Tort Claims
	Schedule 2	  	Filings
	Schedule 3	  	Pledged Collateral

  

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 GUARANTY AND SECURITY AGREEMENT, dated as of February 11, 2010, by CONSTAR, INC. (the
“Borrower”) and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 8.6 (together with the Borrower, the “Grantors”), in favor of General Electric Capital
Corporation (“GE Capital”), as administrative agent (in such capacity, together with its successors and permitted assigns, “Agent”) for the Lenders, the L/C Issuers and each other Secured Party (each as defined in the Credit
Agreement referred to below). 
 W  I T N E S S E T H: 
 WHEREAS, pursuant to the Credit Agreement dated as of February 11, 2010 (as the same may be amended, restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”) by and among the Borrower, the other Credit Parties party thereto, the Lenders, the L/C Issuers from time to time party thereto and GE Capital, as Agent, the Lenders and the L/C
Issuers have severally agreed to make extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein; 
 WHEREAS, each Grantor (other than the Borrower) has agreed to guaranty the Obligations (as defined in the Credit Agreement) of the Borrower; 
 WHEREAS, each Grantor will derive substantial direct and indirect benefits from the making of the extensions of credit under the Credit
Agreement; and 
 WHEREAS, it is a condition precedent to the obligation of the Lenders and the L/C Issuers to make their
respective extensions of credit to the Borrower under the Credit Agreement that the Grantors shall have executed and delivered this Agreement to Agent. 
 NOW, THEREFORE, in consideration of the premises and to induce the Lenders, the L/C Issuers and Agent to enter into the Credit Agreement and to induce the Lenders and the L/C Issuers to make their
respective extensions of credit to the Borrower thereunder, each Grantor hereby agrees with Agent as follows: 
 ARTICLE I

 DEFINED TERMS 
 Section 1.1 Definitions. 
 (a) Capital terms used herein without
definition are used as defined in the Credit Agreement. 
 (b) The following terms have the meanings given to them in the UCC
and terms used herein without definition that are defined in the UCC have the meanings given to them in the UCC (such meanings to be equally applicable to both the singular and plural forms of the terms defined): “account”, “account
debtor”, “as-extracted collateral”, “certificated security”, “chattel paper”, “commercial tort claim”, “commodity contract”, “deposit account”, “electronic chattel paper”,
“equipment”, “farm products”, “fixture”, “general intangible”, “goods”, “health-care-insurance receivable”, “instruments”, “inventory”, “investment property”,
“letter-of-credit right”, “proceeds”, “record”, “securities account”, “security”, “supporting obligation” and “tangible chattel paper”. 
  

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 (c) The following terms shall have the following meanings: 
 “Agreement” means this Guaranty and Security Agreement. 
 “Applicable IP Office” means the United States Patent and Trademark Office, the United States Copyright Office or any similar
office or agency within or outside the United States. 
 “Cash Collateral Account” means a deposit account or
securities account subject, in each instance, to a Control Agreement, other than accounts established to cash collateralize L/C Reimbursement Obligations. 
 “Collateral” has the meaning specified in Section 3.1. 
 “Controlled Securities Account” means each securities account (including all financial assets held therein and all certificates and instruments, if any, representing or evidencing such financial assets) that is the subject of an
effective Control Agreement. 
 “Excluded Equity” means any voting stock in excess of 65% of the outstanding voting
stock of any Foreign Subsidiary (other than Constar UK, of which 100% of the outstanding voting stock shall be pledged hereunder and under the UK Collateral Documents), which, pursuant to the terms of the Credit Agreement, is not required to
guaranty the Obligations. For the purposes of this definition, “voting stock” means, with respect to any issuer, the issued and outstanding shares of each class of Stock of such issuer entitled to vote (within the meaning of Treasury
Regulations § 1.956-2(c)(2)). 
 “Excluded Property” means, collectively, (i) Excluded Equity,
(ii) any permit or license or any Contractual Obligation entered into by any Grantor (A) that prohibits or requires the consent of any Person other than the Borrower and its Affiliates which has not been obtained as a condition to the
creation by such Grantor of a Lien on any right, title or interest in such permit, license or Contractual Obligation or any Stock or Stock Equivalent related thereto or (B) to the extent that any Requirement of Law applicable thereto prohibits
the creation of a Lien thereon, but only, with respect to the prohibition in (A) and (B), to the extent, and for as long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the UCC or any other
Requirement of Law, (iii) Property owned by any Grantor that is subject to a purchase money Lien or a Capital Lease permitted under the Credit Agreement if the Contractual Obligation pursuant to which such Lien is granted (or in the document
providing for such Capital Lease) prohibits or requires the consent of any Person other than the Borrower and its Affiliates which has not been obtained as a condition to the creation of any other Lien on such equipment, (iv) any “intent
to use” Trademark applications for which a statement of use has not been filed (but only until such statement is filed) and (v) the First Mortgage Collateral; provided, however, “Excluded Property” shall not include any proceeds,
products, substitutions or replacements of Excluded Property (unless such proceeds, products, substitutions or replacements would otherwise constitute Excluded Property). 
  


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 “Guaranteed Obligations” has the meaning set forth in Section 2.1.

 “Guarantor” means each Grantor other than the Borrower. 
 “Guaranty” means the guaranty of the Guaranteed Obligations made by the Guarantors as set forth in this Agreement. 
 “Internet Domain Name” means all right, title and interest (and all related IP Ancillary Rights) arising under any Requirement of
Law in or relating to Internet domain names. 
 “Material Intellectual Property” means Intellectual Property that is
owned by or licensed to a Grantor and material to the conduct of any Grantor’s business. 
 “Pledge Amendment”
has the meaning set forth in Section 8.6(b). 
 “Pledged Certificated Stock” means all certificated securities
and any other Stock or Stock Equivalent of any Person owned by a Grantor evidenced by a certificate, instrument or other similar document (as defined in the UCC), in each case owned by any Grantor, and any distribution of property made on, in
respect of or in exchange for the foregoing from time to time, including all Stock and Stock Equivalents listed on Schedule 3. Pledged Certificated Stock excludes any Excluded Property and any Cash Equivalents that are not held in Controlled
Securities Accounts to the extent permitted by Section 5.9 hereof. 
 “Pledged Collateral” means, collectively,
the Pledged Stock and the Pledged Debt Instruments. 
 “Pledged Debt Instruments” means all right, title and interest
of any Grantor in instruments evidencing any Indebtedness owed to such Grantor or other obligations owed to such Grantor, and any distribution of property made on, in respect of or in exchange for the foregoing from time to time, including all
Indebtedness described on Schedule 3, issued by the obligors named therein. Pledged Debt Instruments excludes any Excluded Property and any Cash Equivalents that are not held in Controlled Securities Accounts to the extent permitted by
Section 5.9 hereof. 
 “Pledged Investment Property” means any investment property of any Grantor, and any
distribution of property made on, in respect of or in exchange for the foregoing from time to time, other than any Pledged Stock or Pledged Debt Instruments. Pledged Investment Property excludes any Excluded Property and any Cash Equivalents that
are not held in Controlled Securities Accounts to the extent permitted by Section 5.9 hereof. 
 “Pledged Stock”
means all Pledged Certificated Stock and all Pledged Uncertificated Stock. 
 “Pledged Uncertificated Stock” means any
Stock or Stock Equivalent of any Person owned by any Grantor that is not Pledged Certificated Stock, including all right, title and interest of any Grantor as a limited or general partner in any partnership not constituting Pledged Certificated
Stock or as a member of any limited liability company, all right, title and interest of any Grantor in, to and under any Organization Document of any partnership or limited liability company to which it is a party, and any distribution of property
made on, in respect of or in exchange for the foregoing from time to time, including in each case those interests set forth on Schedule 3, to the extent such interests are not certificated. Pledged Uncertificated Stock excludes any Excluded Property
and any Cash Equivalents that are not held in Controlled Securities Accounts to the extent permitted by Section 5.9 hereof. 
  

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 “Software” means (a) all computer programs, including source code and object
code versions, (b) all data, databases and compilations of data, whether machine readable or otherwise, and (c) all documentation, training materials and configurations related to any of the foregoing. 
 “UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York; provided, however, that, in the
event that, by reason of mandatory provisions of any applicable Requirement of Law, any of the attachment, perfection or priority of Agent’s or any other Secured Party’s security interest in any Collateral is governed by the Uniform
Commercial Code of a jurisdiction other than the State of New York, “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection or
priority and for purposes of the definitions related to or otherwise used in such provisions. 
 Section 1.2 Certain
Other Terms. 
 (a) The meanings given to terms defined herein shall be equally applicable to both the singular and plural
forms of such terms. The terms “herein”, “hereof” and similar terms refer to this Agreement as a whole and not to any particular Article, Section or clause in this Agreement. References herein to an Annex, Schedule, Article,
Section or clause refer to the appropriate Annex or Schedule to, or Article, Section or clause in this Agreement. Where the context requires, provisions relating to any Collateral when used in relation to a Grantor shall refer to such Grantor’s
Collateral or any relevant part thereof. 
 (b) Other Interpretive Provisions. 
 (i) Defined Terms. Unless otherwise specified herein or therein, all terms defined in this Agreement shall have the defined
meanings when used in any certificate or other document made or delivered pursuant hereto. 
 (ii) The Agreement.
The words “hereof”, “herein”, “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. 
 (iii) Certain Common Terms. The term “including” is not limiting and means “including without
limitation.” 
 (iv) Performance; Time. Whenever any performance obligation hereunder (other than a payment
obligation) shall be stated to be due or required to be satisfied on a day other than a Business Day, such performance shall be made or satisfied on the next succeeding Business Day. In the computation of periods of time from a specified date to a
later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including.” If any
provision of this Agreement refers to any action taken or to be taken by any Person, or which such Person is prohibited from taking, such provision shall be interpreted to encompass any and all means, direct or indirect, of taking, or not taking,
such action. 
  

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 (v) Contracts. Unless otherwise expressly provided herein, references to
agreements and other contractual instruments, including this Agreement and the other Loan Documents, shall be deemed to include all subsequent amendments, thereto, restatements and substitutions thereof and other modifications and supplements
thereto which are in effect from time to time, but only to the extent such amendments and other modifications are not prohibited by the terms of any Loan Document. 
 (vi) Laws. References to any statute or regulation are to be construed as including all statutory and regulatory provisions
related thereto or consolidating, amending, replacing, supplementing or interpreting the statute or regulation. 
 ARTICLE II

 GUARANTY 
 Section 2.1 Guaranty. 
 To induce the Lenders to make the Loans,
the L/C Issuers to Issue Letters of Credit and each other Secured Party to make credit available to or for the benefit of one or more Grantors, each Guarantor hereby, jointly and severally, absolutely, unconditionally and irrevocably
guarantees, as primary obligor and not merely as surety, the full and punctual payment when due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance with any Loan Document, of all the
Obligations of the Borrower whether existing on the date hereof or hereinafter incurred or created (the “Guaranteed Obligations”). This Guaranty by each Guarantor hereunder constitutes a guaranty of payment and not of collection.

 Section 2.2 Limitation of Guaranty. 
 Any term or provision of this Guaranty or any other Loan Document to the contrary notwithstanding, the maximum aggregate amount for which any
Guarantor shall be liable hereunder shall not exceed the maximum amount for which such Guarantor can be liable without rendering this Guaranty or any other Loan Document, as it relates to such Guarantor, subject to avoidance under applicable
Requirements of Law relating to fraudulent conveyance or fraudulent transfer (including the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act and Section 548 of title 11 of the United States Code or any applicable
provisions of comparable Requirements of Law) (collectively, “Fraudulent Transfer Laws”). Any analysis of the provisions of this Guaranty for purposes of Fraudulent Transfer Laws shall take into account the right of contribution
established in Section 2.3 and, for purposes of such analysis, give effect to any discharge of intercompany debt as a result of any payment made under the Guaranty. 
  


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 Section 2.3 Contribution. 
 To the extent that any Guarantor shall be required hereunder to pay any portion of any Guaranteed Obligation exceeding the greater of
(a) the amount of the value actually received by such Guarantor and its Subsidiaries from the Loans and other Obligations and (b) the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of the
Guaranteed Obligations (excluding the amount thereof repaid by Borrower) in the same proportion as such Guarantor’s net worth on the date enforcement is sought hereunder bears to the aggregate net worth of all the Guarantors on such date, then
such Guarantor shall be reimbursed by such other Guarantors for the amount of such excess, pro rata, based on the respective net worth of such other Guarantors on such date. 
 Section 2.4 Authorization; Other Agreements. 
 The Secured Parties are hereby authorized, without notice to or demand upon any Guarantor and without discharging or otherwise affecting the
obligations of any Guarantor hereunder and without incurring any liability hereunder, from time to time, to do each of the following: 
 (a) subject to compliance, if applicable, with Section 9.1 of the Credit Agreement, (i) modify, amend, supplement or otherwise change, (ii) accelerate or otherwise change the time of payment or (iii) waive or otherwise
consent to noncompliance with, any Guaranteed Obligation or any Loan Document; 
 (b) apply to the Guaranteed Obligations any
sums by whomever paid or however realized to any Guaranteed Obligation in such order as provided in the Loan Documents; 
 (c)
refund at any time any payment received by any Secured Party in respect of any Guaranteed Obligation; 
 (d)(i) sell, exchange,
enforce, waive, substitute, liquidate, terminate, release, abandon, fail to perfect, subordinate, accept, substitute, surrender, exchange, affect, impair or otherwise alter or release any Collateral for any Guaranteed Obligation or any other
guaranty therefor in any manner, (ii) receive, take and hold additional Collateral to secure any Guaranteed Obligation, (iii) add, release or substitute any one or more other Guarantors, makers or endorsers of any Guaranteed Obligation or
any part thereof and (iv) otherwise deal in any manner with the Borrower or any other Guarantor, maker or endorser of any Guaranteed Obligation or any part thereof; and 
 (e) sell, assign, settle, release, compromise, collect or otherwise liquidate the Guaranteed Obligations. 
  

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 Section 2.5 Guaranty Absolute and Unconditional. 
 Each Guarantor hereby waives and agrees not to assert any defense (other than payment in cash or other immediately available funds), whether
arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by
any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by Agent): 
 (a) the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor under any Loan Document or any other
agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of
priority of any security for the Guaranteed Obligations or any part thereof; 
 (b) the absence of (i) any attempt to
collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder; 
 (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any
Collateral; 
 (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or
against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against
collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding; 
 (e) any
foreclosure, whether or not through judicial sale, and any other sale or other disposition of any Collateral or any election following the occurrence of an Event of Default by any Secured Party to proceed separately against any Collateral in
accordance with such Secured Party’s rights under any applicable Requirement of Law; or 
 (f) any other defense, setoff,
counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any other Guarantor or any other Subsidiary of the Borrower, in each case other than the payment in full of the Guaranteed
Obligations. 
 Section 2.6 Waivers. 
 Each Guarantor hereby unconditionally and irrevocably waives and agrees not to assert any claim, defense, setoff or counterclaim based on
diligence, promptness, presentment, requirements for any demand or notice hereunder including any of the following: (a) any demand for payment or performance (except as may be expressly provided in the Credit Agreement) and protest and
notice of protest; (b) any notice of acceptance; (c) any presentment, demand, protest or further notice or other requirements of any kind with respect to any Guaranteed Obligation (including any accrued but unpaid interest thereon)
becoming immediately due and payable; and (d) any other notice in respect of any Guaranteed Obligation or any part thereof, and any defense arising by reason of any disability or other defense of the Borrower or any other Guarantor (other than
payment in full of the Obligations in cash or other immediately available funds). Each Guarantor further unconditionally and irrevocably agrees not to (x) enforce or otherwise exercise any right of subrogation or any right of reimbursement or
contribution or similar right against the Borrower or any other Guarantor by reason of any Loan Document or any payment made thereunder or (y) assert any claim, defense, setoff or counterclaim it may have against any other Credit Party or set
off any of its obligations to such other Credit Party against obligations of such Credit Party to such Guarantor, in each case until payment in full of the Obligations in cash or other immediately available funds and termination of all Revolving
Loan Commitments. No obligation of any Guarantor hereunder shall be discharged other than by complete performance. 
  

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 Section 2.7 Reliance. 
 Each Guarantor hereby assumes responsibility for keeping itself informed of the financial condition of the Borrower, each other Guarantor and
any other guarantor, maker or endorser of any Guaranteed Obligation or any part thereof, and of all other circumstances bearing upon the risk of nonpayment of any Guaranteed Obligation or any part thereof that diligent inquiry would reveal, and each
Guarantor hereby agrees that no Secured Party shall have any duty to advise any Guarantor of information known to it regarding such condition or any such circumstances. In the event any Secured Party, in its sole discretion, undertakes at any time
or from time to time to provide any such information to any Guarantor, such Secured Party shall be under no obligation to (a) undertake any investigation not a part of its regular business routine, (b) disclose any information that such
Secured Party, pursuant to accepted or reasonable commercial finance or banking practices, wishes to maintain confidential or (c) make any future disclosures of such information or any other information to any Guarantor. 
 ARTICLE III 
 GRANT OF SECURITY INTEREST 
 Section 3.1 Collateral. 
 For the purposes of this Agreement, all of the following property now owned or at any time hereafter acquired by a Grantor or in which a
Grantor now has or at any time in the future may acquire any right, title or interests is collectively referred to as the “Collateral”, subject to the provisos of Section 3.2: 
 (a) all accounts, chattel paper, deposit accounts, documents (as defined in the UCC), general intangibles, instruments, inventory,
investment property, letter of credit rights, tax refunds and any supporting obligations related to any of the foregoing; 
 (b)
the commercial tort claims described on Schedule 1 and on any supplement thereto received by Agent pursuant to Section 5.8; 
 (c) all books and records pertaining to the other property described in this Section 3.1; 
 (d) all property of
such Grantor held by any Secured Party, including all property of every description, in the custody of or in transit to such Secured Party for any purpose, including safekeeping, collection or pledge, for the account of such Grantor or as to which
such Grantor may have any right or power, including but not limited to cash; 
  

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 (e) all other goods (including but not limited to fixtures) and personal property of such
Grantor, whether tangible or intangible and wherever located; and 
 (f) to the extent not otherwise included, all proceeds of
the foregoing. 
 Section 3.2 Grant of Security Interest in Collateral. 
 Each Grantor, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by
acceleration or otherwise) of the Obligations of such Grantor (the “Secured Obligations”), hereby mortgages, pledges and hypothecates to Agent for the benefit of the Secured Parties, and grants to Agent for the benefit of the Secured
Parties a Lien on and security interest in, all of its right, title and interest in, to and under the Collateral of such Grantor; provided, however, notwithstanding the foregoing, the Collateral shall not include, and no Lien or security interest is
hereby granted on, any Excluded Property; provided, further, that if and when any property (other than First Mortgage Collateral) shall cease to be Excluded Property, a Lien on and security in such property (other than First Mortgage Collateral)
shall be deemed granted therein and such property (other than First Mortgage Collateral) shall thereupon constitute Collateral hereunder. Each Grantor hereby represents and warrants that the Excluded Property (other than First Mortgage Collateral),
when taken as a whole, is not material to the business operations or financial condition of the Grantors, taken as a whole. 
 ARTICLE IV 
 Representations and Warranties 
 To induce the Lenders, the L/C Issuers and Agent to enter into the Loan Documents, each Grantor hereby represents and warrants each of the
following to Agent, the Lenders, the L/C Issuers and the other Secured Parties: 
 Section 4.1 Title; No Other
Liens. 
 Except for the Lien granted to Agent pursuant to this Agreement and other Permitted Liens (except for those
Permitted Liens not permitted to exist on any Collateral) under any Loan Document (including Section 4.2), such Grantor owns each item of the Collateral of such Grantor free and clear of any and all Liens or claims of others. Such Grantor
(a) is the record and beneficial owner of the Collateral pledged by it hereunder constituting instruments or certificates and (b) has rights in or the power to transfer each other item of Collateral in which a Lien is granted by it
hereunder, free and clear of any Lien other than the Lien granted to Agent pursuant to this Agreement and other Permitted Liens (except for those Permitted Liens not permitted to exist on any Collateral). 
  

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 Section 4.2 Perfection and Priority. 
 The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of Agent in
all Collateral subject, for the following Collateral, to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the
filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such schedule, have been delivered to Agent in completed and duly authorized form), (ii) with respect to any deposit
account, the execution and delivery of Control Agreements, (iii) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the United States Copyright Office or
the United States Patent and Trademark Office, as applicable, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution and delivery of a Contractual Obligation granting control to Agent over
such letter-of-credit rights and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to Agent over such electronic chattel paper. Such security interest shall be prior to all other Liens on the
Collateral except for Permitted Liens having priority over Agent’s Lien by operation of law or permitted pursuant to subsection 5.1(c), 5.1(d), 5.1(e), 5.1(g), 5.1(h), 5.1(i) or 5.1(k) of the Credit Agreement upon (i) in the case of all
Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and
certificates, in each case properly endorsed for transfer to Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution and delivery of Control Agreements with respect to such investment
property and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery thereof to Agent of such instruments and tangible
chattel paper. Except as set forth in this Section 4.2 and subject to the limitations set forth in Article V, all actions by each Grantor requested by the Agent in its reasonable discretion to protect and perfect the Lien granted hereunder on
the Collateral have been duly taken. 
 Section 4.3 Pledged Collateral. 
 (a) The Pledged Stock pledged by such Grantor hereunder (a) is listed on Schedule 3 (or in a Pledge Amendment or Joinder Agreement) and
constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 3 (or such Pledge Amendment or Joinder Agreement), (b) has been duly authorized, validly issued and is fully paid
and nonassessable (other than Pledged Stock in limited liability companies, partnerships and Constar UK) and (c) constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms,
except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws affecting creditors’ rights generally or by general equitable principles relating to enforceability.

 (b) All Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of
instruments and certificates have been delivered to Agent to the extent delivery is required by subsection 5.2(a). 
  

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 (c) Upon the occurrence and during the continuance of an Event of Default, Agent shall be
entitled to exercise all of the rights of the Grantor granting the security interest, subject to Section 6.3(a), in any Pledged Stock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same
extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged
Stock. 
 Section 4.4 Instruments and Tangible Chattel Paper Formerly Accounts. 
 No amount payable to such Grantor under or in connection with any account is evidenced by any instrument or tangible chattel paper that has
not been delivered to Agent, properly endorsed for transfer, to the extent delivery is required by subsection 5.5(a). 
 Section 4.5 Intellectual Property. 
 All Material Intellectual Property owned by such Grantor is
valid, in full force and effect, subsisting, unexpired and enforceable, and no Material Intellectual Property has been abandoned, expired or become unenforceable, except where such Grantor, in its reasonable business judgment, has determined to
abandon, or permit to expire or to become unenforceable, such Material Intellectual Property and such abandonment, expiration or unenforceability would not reasonably be expected to cause a Material Adverse Effect. No breach or default of any
material IP License shall be caused by any of the following, and none of the following shall limit or impair the ownership, use, validity or enforceability of, or any rights of such Grantor in, any Material Intellectual Property, in each case to the
extent such breach, default, limitation or impairment would reasonably be expect to have a Material Adverse Effect: (i) the consummation of the transactions contemplated by any Loan Document or (ii) any holding, decision, judgment or order
rendered by any Governmental Authority. There are no pending (or, to the knowledge of such Grantor, threatened) actions, investigations, suits, proceedings, audits, claims, demands, orders or disputes challenging a Grantor’s use or ownership of
such Material Intellectual Property, or the validity, enforceability of, or such Grantor’s rights in, any Material Intellectual Property that would reasonably be expected to have a Material Adverse Effect. To such Grantor’s knowledge, no
Person has been or is infringing, misappropriating, diluting, violating or otherwise impairing any Material Intellectual Property of such Grantor in such a manner which would reasonably be expected to have a Material Adverse Effect. Such Grantor,
and to such Grantor’s knowledge each other party thereto, is not in material breach or default of any material IP License, where such breach or default would reasonably be expected to have a Material Adverse Effect. 
 Section 4.6 Commercial Tort Claims. 
 The only commercial tort claims of any Grantor (regardless of whether the amount, defendant or other material facts can be determined and regardless of whether such commercial tort claim has been
asserted, threatened or has otherwise been made known to the obligee thereof or whether litigation has been commenced for such claims) are those listed on Schedule 1, which sets forth such information separately for each Grantor, those
disclosed to the Agent pursuant to subsection 5.8 hereof or those acquired after the date hereof which are not required to be disclosed to Agent pursuant to subsection 5.8 hereof. 
  

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 Section 4.7 Specific Collateral. 
 None of the Collateral is or is proceeds or products of farm products, as-extracted collateral, health-care-insurance receivables or timber
to be cut. 
 Section 4.8 Enforcement. 
 No Permit, notice to or filing with any Governmental Authority or any other Person or any consent from any Person (other than any notice to
Grantors required by non-waivable provision of the UCC) is required for the exercise by Agent of its rights (including voting rights) provided for in this Agreement or the enforcement of remedies in respect of the Collateral pursuant to this
Agreement, including the transfer of any Collateral, except (a) those obtained or made and delivered to Agent on or prior to the Closing Date, (b) as may be required in connection with the disposition of any portion of the Pledged
Collateral by laws affecting the offering and sale of securities generally or (c) any approvals that may be required to be obtained from any bailees or landlords to collect the Collateral. 
 Section 4.9 Representations and Warranties of the Credit Agreement. 
 The representations and warranties as to such Grantor and its Subsidiaries made in Article III (Representations and Warranties) of the Credit
Agreement are true and correct on each date as and to the extent required by Section 2.2 of the Credit Agreement. 
 ARTICLE V 
 Covenants 
 Each Grantor agrees with Agent to the following, as long as any Obligation or Commitment remains outstanding (other than contingent indemnification Obligations to the extent no claim giving rise thereto
has been asserted): 
 Section 5.1 Maintenance of Perfected Security Interest; Further Documentation and
Consents. 
 (a) Generally. Such Grantor shall (i) not use or permit any Collateral to be used unlawfully or in
violation of any provision of any Loan Document, any Requirement of Law or any policy of insurance covering the Collateral and (ii) not enter into any Contractual Obligation or undertaking restricting the right or ability of such Grantor or
Agent to sell, assign, convey or transfer any Collateral if such use or restriction would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect other than in connection with a sale or other disposition of
such Collateral permitted under the Credit Agreement. 
 (b) Such Grantor shall maintain the security interest created by this
Agreement as a perfected security interest having at least the priority described in Section 4.2 and shall defend such security interest and such priority against the claims and demands of all Persons other than Permitted Liens. 
  

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 (c) Such Grantor shall furnish to Agent from time to time statements and schedules further
identifying and describing the Collateral and such other documents in connection with the Collateral as Agent may reasonably request, all in reasonable detail and in form and substance reasonably satisfactory to Agent. 
 (d) At any time and from time to time, upon the written request of Agent, such Grantor shall, for the purpose of obtaining or preserving the
full benefits of this Agreement and of the rights and powers herein granted, (i) promptly and duly execute and deliver, and have recorded, such further documents, including an authorization to file (or, as applicable, the filing) of any
financing statement or amendment under the UCC (or other filings under similar Requirements of Law) in effect in any jurisdiction with respect to the security interest created hereby and (ii) take such further action as Agent may reasonably
request, including (A) using its commercially reasonable efforts to secure all approvals necessary or appropriate for the assignment to or for the benefit of Agent of any Contractual Obligation, including any IP License, held by such Grantor
and to enforce the security interests granted hereunder and (B) executing and delivering any Control Agreements with respect to deposit accounts and securities accounts to the extent required by this Agreement, the Credit Agreement or any other
Loan Document. 
 (e) [Reserved]. 
 (f) To ensure that a Lien and security interest is granted on any property which would otherwise constitute Excluded Property set forth in clause (ii) of the definition of “Excluded
Property”, such Grantor shall use its best efforts to obtain any required consents from any Person other than the Borrower and its Affiliates with respect to any permit or license or any Contractual Obligation with such Person entered into by
such Grantor that requires such consent as a condition to the creation by such Grantor of a Lien on any right, title or interest in such permit, license or Contractual Obligation or any Stock or Stock Equivalent related thereto. 
 Section 5.2 Pledged Collateral. 
 (a) Delivery of Pledged Collateral. Such Grantor shall (i) deliver to Agent, in suitable form for transfer and in form and substance reasonably satisfactory to Agent, (A) all Pledged
Certificated Stock, (B) all Pledged Debt Instruments having a face value or book value in excess of $100,000 individually or in the aggregate for all such property and (C) all certificates and instruments evidencing Pledged Investment
Property having a face value or book value in excess of $100,000 individually or in the aggregate for all such property and (ii) maintain all other Pledged Investment Property having a face value or book value in excess of $100,000 individually
or in the aggregate for all such property in a Controlled Securities Account. 
 (b) Event of Default. During the continuance of
an Event of Default, Agent shall have the right, at any time in its discretion and without notice (other than notice promptly after the fact) to the Grantor, to (i) transfer to or to register in its name or in the name of its nominees any
Pledged Collateral or any Pledged Investment Property and (ii) exchange any certificate or instrument representing or evidencing any Pledged Collateral or any Pledged Investment Property for certificates or instruments of smaller or larger
denominations. 
  

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 (c) Cash Distributions with respect to Pledged Collateral. Except as provided in
Article VI and subject to the limitations set forth in the Credit Agreement, such Grantor shall be entitled to receive all cash distributions paid in respect of the Pledged Collateral. 
 (d) Voting Rights. Except as provided in Article VI, such Grantor shall be entitled to exercise all voting, consent and corporate,
partnership, limited liability company and similar rights with respect to the Pledged Collateral; provided, however, that no vote shall be cast, consent given or right exercised or other action taken by such Grantor with respect to such voting and
similar rights that would impair the Collateral (other than as a result of a transaction permitted by the Credit Agreement) or be inconsistent with or result in any violation of any provision of any Loan Document. 
 Section 5.3 Accounts. 
 Such Grantor shall not, other than in the Ordinary Course of Business, (i) grant any extension of the time of payment of any account, (ii) compromise or settle any account for less than the full
amount thereof, (iii) release, wholly or partially, any Person liable for the payment of any account, (iv) allow any credit or discount on any account or (v) amend, supplement or modify any account in any manner that could adversely
affect the value thereof. 
 Section 5.4 Commodity Contracts. 
 Such Grantor shall not have any commodity contract having a face value or book value in excess of $100,000 individually or in the aggregate
for all such contracts, unless subject to a Control Agreement. 
 Section 5.5 Delivery of Instruments and
Tangible Chattel Paper and Control of Investment Property, Letter-of-Credit Rights and Electronic Chattel Paper. 
 (a) If
any amount in excess of $100,000 payable under or in connection with any Collateral owned by such Grantor shall be or become evidenced by an instrument or tangible chattel paper other than such instrument delivered in accordance with
subsection 5.2(a) and in the possession of Agent, such Grantor shall mark all such instruments and tangible chattel paper with the following legend: “This writing and the obligations evidenced or secured hereby are subject to the security
interest of General Electric Capital Corporation, as Agent” and, at the request of Agent, shall promptly deliver such instrument or tangible chattel paper to Agent, duly indorsed in a manner reasonably satisfactory to Agent. 
 (b) Such Grantor shall not grant “control” (within the meaning of such term under Article 9-106 of the UCC) over any investment
property that is Collateral to any Person other than Agent. 
  

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 (c) If such Grantor is or becomes the beneficiary of a letter of credit that is Collateral
and that is (i) not a supporting obligation of any Collateral and (ii) in excess of $100,000, such Grantor shall promptly, and in any event within 5 Business Days after becoming a beneficiary, notify Agent thereof and thereafter, if
requested by Agent, use commercially reasonable efforts to enter into a Contractual Obligation with Agent, the issuer of such letter of credit or any nominated person with respect to the letter-of-credit rights under such letter of credit. Such
Contractual Obligation shall assign such letter-of-credit rights to Agent and such assignment shall be sufficient to grant control for the purposes of Section 9-107 of the UCC (or any similar section under any equivalent UCC). Such Contractual
Obligation shall also direct all payments thereunder to a Cash Collateral Account. The provisions of the Contractual Obligation shall be in form and substance reasonably satisfactory to Agent. 
 (d) If any amount in excess of $100,000 payable under or in connection with any Collateral owned by such Grantor shall be or become
evidenced by electronic chattel paper, such Grantor shall take all steps necessary to grant Agent control of all such electronic chattel paper for the purposes of Section 9-105 of the UCC (or any similar section under any equivalent UCC) and
all “transferable records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act. 
 Section 5.6 Intellectual Property. 
 (a) Upon Agent’s
request following any change to Schedule 3.16 to the Credit Agreement for such Grantor, such Grantor pursuant to the Credit Agreement, shall provide Agent notification thereof and the short-form intellectual property agreements and assignments
as described in this Section 5.6 and any other documents that Agent reasonably requests with respect thereto and upon such notice and execution and delivery of such documents and agreements such schedule shall be thereupon amended to include
such changed information without the necessity of any further action by the parties hereto. 
 (b) Such Grantor shall
(i) (1) continue to use, itself or through a Licensee, each Trademark included in the Material Intellectual Property in order to maintain such Trademark in full force and effect with respect to each class of goods for which such Trademark is
currently used, free from any claim of abandonment for non-use, except where such Grantor, in its reasonable business judgment, has determined to abandon such Trademark and such abandonment would not reasonably be expected to have a Material Adverse
Effect, (2) maintain at least the same standards of quality of products and services offered under such Trademark as are currently maintained, to the extent the failure to maintain such standards would have a Material Adverse Effect,
(3) use such Trademark with the appropriate notice of registration and all other notices and legends required by applicable Requirements of Law, (4) not adopt or use any other Trademark that is confusingly similar or a colorable imitation
of such Trademark unless Agent shall obtain a perfected security interest in such other Trademark pursuant to this Agreement and (ii) not do any act or omit to do any act whereby (w) such Trademark included in the Material Intellectual
Property (or any goodwill associated therewith) could reasonably be expected to become abandoned, cancelled or invalidated, impaired or harmed in any way, (x) any Patent included in the Material Intellectual Property could reasonably be
expected to become forfeited, misused, unenforceable, abandoned or dedicated to the public, (y) any portion of the Copyrights included in the Material Intellectual Property could reasonably be expected to become invalidated, otherwise impaired
or fall into the public domain or (z) any Trade Secret that is Material Intellectual Property could reasonably be expected to become publicly available or otherwise unprotectable, in each case, to the extent such act or omission would
reasonably be expected to cause a Material Adverse Effect. 
  

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 (c) Such Grantor shall notify Agent concurrently with its updating of Schedule 3.16 to the
Credit Agreement pursuant to the terms of the Credit Agreement, if it become aware that any application or registration relating to any Material Intellectual Property may become forfeited, misused, unenforceable, abandoned, cancelled or dedicated to
the public, or of any adverse determination or development by a Governmental Authority regarding the validity or enforceability or such Grantor’s ownership of, interest in, right to use, register, own or maintain any Material Intellectual
Property (including the institution of, or any such determination or development in, any proceeding relating to the foregoing in any Applicable IP Office). Such Grantor shall take all actions that it deems reasonably necessary, or is reasonably
requested by Agent, to maintain and pursue each application (and to obtain the relevant registration or recordation) and to maintain each registration and recordation included in the Material Intellectual Property. 
 (d) Such Grantor shall not knowingly do any act or omit to do any act to infringe, misappropriate, dilute, violate or otherwise impair the
Intellectual Property of any other Person that would reasonably be expected to have a Material Adverse Effect. In the event that any Material Intellectual Property of such Grantor is or has been infringed, misappropriated, violated, diluted or
otherwise impaired by a third party, such Grantor shall take such action as it reasonably deems appropriate under the circumstances in response thereto, including, if it reasonably deems appropriate, promptly bringing suit and recovering all damages
therefor. 
 (e) Such Grantor shall execute and deliver to Agent in form and substance reasonably acceptable to Agent and
suitable for (i) filing in the Applicable IP Office the short-form intellectual property security agreements in the form attached hereto as Annex 3 for all Copyrights, Trademarks, Patents and IP Licenses of such Grantor and
(ii) recording with the appropriate Internet domain name registrar, a duly executed form of assignment for all Internet Domain Names of such Grantor (together with appropriate supporting documentation as may be requested by Agent). 

Section 5.7 Notices. 
 Such Grantor shall promptly notify Agent in writing of its acquisition of any interest hereafter in property (other than Intellectual Property) that is Collateral of a type where a security interest or
lien must be or may be registered, recorded or filed under, or notice thereof given under, any federal statute or regulation. 
 Section 5.8 Notice of Commercial Tort Claims. 
 Such Grantor agrees that, if it shall acquire any
interest in any commercial tort claim (that is Collateral) which could reasonably be expected to exceed $100,000 (whether from another Person or because such commercial tort claim shall have come into existence), (i) such Grantor shall,
promptly after becoming aware of such acquisition, deliver to Agent, in each case in form and substance reasonably satisfactory to Agent, a notice of the existence and nature of such commercial tort claim and a supplement to Schedule 1
containing a specific description of such commercial tort claim, (ii) Section 3.1 shall apply to such commercial tort claim and (iii) such Grantor shall execute and deliver to Agent, in each case in form and substance reasonably
satisfactory to Agent, any document, and take all other action, deemed by Agent to be reasonably necessary or appropriate for Agent to obtain, on behalf of the Lenders, a perfected security interest having at least the priority set forth in
Section 4.2 in all such commercial tort claims. Any supplement to Schedule 1 delivered pursuant to this Section 5.8 shall, after the receipt thereof by Agent, become part of Schedule 1 for all purposes hereunder other than in
respect of representations and warranties made prior to the date of such receipt. 
  

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 Section 5.9 Controlled Securities Account. 
 Each Grantor shall deposit all of its Cash Equivalents that are Collateral in securities accounts that are Controlled Securities Accounts
except to the extent the Grantors would not be in violation of Section 4.11 of the Credit Agreement. 
 ARTICLE VI 

 Remedial Provisions 
 Section 6.1 Code and Other Remedies. 
 (a) UCC Remedies. During
the continuance of an Event of Default, Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to any Secured Obligation, all rights
and remedies of a secured party under the UCC or any other applicable law. 
 (b) Disposition of Collateral. Without limiting
the generality of the foregoing, Agent may, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person
(all and each of which demands, defenses, advertisements and notices are hereby waived), during the continuance of any Event of Default (personally or through its agents or attorneys), (i) enter upon the premises where any Collateral is
located, without any obligation to pay rent, through self-help, without judicial process, without first obtaining a final judgment or giving any Grantor or any other Person notice or opportunity for a hearing on Agent’s claim or action,
(ii) collect, receive, appropriate and realize upon any Collateral and (iii) sell, assign, convey, transfer, grant option or options to purchase and deliver any Collateral (enter into Contractual Obligations to do any of the foregoing), in
one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on
credit or for future delivery without assumption of any credit risk. Agent shall have the right, upon any such public sale or sales and, to the extent permitted by the UCC and other applicable Requirements of Law, upon any such private sale, to
purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of any Grantor, which right or equity is hereby waived and released. 
  


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 (c) Management of the Collateral. Each Grantor further agrees, that, during the continuance
of any Event of Default, (i) at Agent’s request, it shall assemble the Collateral and make it available to Agent at places that Agent shall reasonably select, whether at such Grantor’s premises or elsewhere, (ii) without limiting
the foregoing, Agent also has the right to require that each Grantor store and keep any Collateral pending further action by Agent and, while any such Collateral is so stored or kept, provide such guards and maintenance services as shall be
necessary to protect the same and to preserve and maintain such Collateral in good condition, (iii) until Agent is able to sell, assign, convey or transfer any Collateral, Agent shall have the right to hold or use such Collateral to the extent
that it deems appropriate for the purpose of preserving the Collateral or its value or for any other purpose deemed appropriate by Agent and (iv) Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of any
Collateral and to enforce any of Agent’s remedies (for the benefit of the Secured Parties), with respect to such appointment without prior notice or hearing as to such appointment. Agent shall not have any obligation to any Grantor to maintain
or preserve the rights of any Grantor as against third parties with respect to any Collateral while such Collateral is in the possession of Agent. 
 (d) Application of Proceeds. Agent shall apply the cash proceeds of any action taken by it pursuant to this Section 6.1, after deducting all reasonable costs and expenses of every kind incurred in
connection therewith or incidental to the care or safekeeping of any Collateral or in any way relating to the Collateral or the rights of Agent and any other Secured Party hereunder, including reasonable attorneys’ fees and disbursements, to
the payment in whole or in part of the Secured Obligations, as set forth in the Credit Agreement, and only after such application and after the payment by Agent of any other amount required by any Requirement of Law, need Agent account for the
surplus, if any, to any Grantor. 
 (e) Direct Obligation. Neither Agent nor any other Secured Party shall be required to make
any demand upon, or pursue or exhaust any right or remedy against, any Grantor, any other Credit Party or any other Person with respect to the payment of the Obligations or to pursue or exhaust any right or remedy with respect to any Collateral
therefor or any direct or indirect guaranty thereof. All of the rights and remedies of Agent and any other Secured Party under any Loan Document shall be cumulative, may be exercised individually or concurrently and not exclusive of any other rights
or remedies provided by any Requirement of Law. To the extent it may lawfully do so, each Grantor absolutely and irrevocably waives and relinquishes the benefit and advantage of, and covenants not to assert against Agent or any other Secured Party,
any valuation, stay, appraisement, extension, redemption or similar laws and any and all rights or defenses it may have as a surety, now or hereafter existing, arising out of the exercise by them of any rights hereunder. If any notice of a proposed
sale or other disposition of any Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. 
 (f) Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on Agent to exercise remedies in a commercially
reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for Agent to do any of the following: 
 (i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process
into finished goods or other finished products for disposition; 
  

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 (ii) fail to obtain Permits, or other consents, for access to any Collateral
to sell or for the collection or sale of any Collateral, or, if not required by other Requirements of Law, fail to obtain Permits or other consents for the collection or disposition of any Collateral; 
 (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on
any Collateral or to remove any adverse claims against any Collateral; 
 (iv) advertise dispositions of any
Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized nature, or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any
such Collateral; 
 (v) exercise collection remedies against account debtors and other Persons obligated on any
Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized nature, or,
to the extent deemed appropriate by Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for
the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; 
 (vi) dispose of assets in wholesale rather than retail markets; 
 (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or 
 (viii) purchase insurance or credit enhancements to insure Agent against risks of loss, collection or disposition of any
Collateral or to provide to Agent a guaranteed return from the collection or disposition of any Collateral. 
 Each Grantor acknowledges that
the purpose of this Section 6.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be
deemed commercially unreasonable solely on account of not being indicated in this Section 6.1. Without limitation upon the foregoing, nothing contained in this Section 6.1 shall be construed to grant any rights to any Grantor or to impose
any duties on Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section 6.1. 
  

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 (g) IP and Real Property Licenses. For the purpose of enabling Agent to exercise rights and
remedies under this Section 6.1 (including in order to take possession of, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral) at and during such
time as Agent shall be lawfully entitled to exercise such rights and remedies following the occurrence of an Event of Default, each Grantor hereby grants to Agent, subject to Section 8.2, for the benefit of the Secured Parties, (i) an
irrevocable, nonexclusive (unless already subject to an exclusive license), worldwide license (exercisable without payment of royalty or other compensation to such Grantor), including in such license the right to sublicense, use and practice during
the continuance of an Event of Default any Intellectual Property now owned or hereafter acquired by such Grantor and access to all media in which any of the licensed items may be recorded or stored and to all Software and programs used for the
compilation or printout thereof and (ii) to the extent permitted under the First Mortgage Note Indenture or the Intercreditor Agreement (as may be necessary to access the First Mortgage Collateral), a license (without payment of rent or other
compensation to such Grantor) to use, operate and occupy all real Property owned, operated, leased, subleased or otherwise occupied by such Grantor. 
 Section 6.2 Accounts and Payments in Respect of General Intangibles. 
 (a) In addition to, and not in substitution for, any similar requirement in the Credit Agreement, if required by Agent at any time during the continuance of an Event of Default, any payment of accounts or payment in respect of general
intangibles, when collected by any Grantor, shall be promptly (and, in any event, within 2 Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to Agent, in a Cash Collateral Account, subject to
withdrawal by Agent as provided in Section 6.4. Until so turned over, such payment shall be held by such Grantor in trust for Agent, segregated from other funds of such Grantor. Each such deposit of proceeds of accounts and payments in respect
of general intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. 
 (b) At any time during the continuance of an Event of Default: 
 (i) each Grantor shall, upon Agent’s request, deliver to Agent all original and other documents evidencing, and relating to, the Contractual Obligations and transactions that gave rise to any account or any payment in respect of
general intangibles, including all original orders, invoices and shipping receipts and notify account debtors that the accounts or general intangibles have been collaterally assigned to Agent and that payments in respect thereof shall be made
directly to Agent; 
 (ii) Agent may, without notice, at any time during the continuance of an Event of Default,
limit or terminate the authority of a Grantor to collect its accounts or amounts due under general intangibles or any thereof and, in its own name or in the name of others, communicate with account debtors to verify with them to Agent’s
satisfaction the existence, amount and terms of any account or amounts due under any general intangible. In addition, Agent may at any time enforce such Grantor’s rights against such account debtors and obligors of general intangibles; and

 (iii) each Grantor shall take all actions, deliver all documents and provide all information necessary or
reasonably requested by Agent to ensure any Internet Domain Name is registered. 
  

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 (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under
each account and each payment in respect of general intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. No
Secured Party shall have any obligation or liability under any agreement giving rise to an account or a payment in respect of a general intangible by reason of or arising out of any Loan Document or the receipt by any Secured Party of any payment
relating thereto, nor shall any Secured Party be obligated in any manner to perform any obligation of any Grantor under or pursuant to any agreement giving rise to an account or a payment in respect of a general intangible, to make any payment, to
make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the
payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times. 
 Section 6.3 Pledged Collateral. 
 (a) Voting Rights. During the continuance of an Event of Default,
upon notice by Agent to the relevant Grantor or Grantors, Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the
case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the
absolute owner thereof (including the right to exchange at its discretion any Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate or equivalent structure of
any issuer of Pledged Stock, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as Agent may determine), all without liability
except to account for property actually received by it; provided, however, that Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

 (b) Proxies. In order to permit Agent to exercise the voting and other consensual rights that it may be entitled to exercise
pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Agent all such proxies, dividend
payment orders and other instruments as Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to Agent, subject to Section 8.2, an irrevocable proxy to vote
all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or
members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any
transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall
only terminate upon the payment in full of the Secured Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted). 
  

 21 








 (c) Authorization of Issuers. Each Grantor hereby expressly and irrevocably authorizes and
instructs, without any further instructions from such Grantor, each issuer of any Pledged Collateral pledged hereunder by such Grantor to (i) comply with any instruction received by it from Agent in writing that states that an Event of Default
is continuing and is otherwise in accordance with the terms of this Agreement and each Grantor agrees that such issuer shall be fully protected from Liabilities to such Grantor in so complying (provided that Agent agrees not to give such instruction
unless an Event of Default shall be continuing) and (ii) if so directed by Agent and unless otherwise expressly permitted hereby or the Credit Agreement, pay any dividend or make any other payment with respect to the Pledged Collateral directly
to Agent. 
 Section 6.4 Proceeds to be Turned over to and Held by Agent. 
 Unless otherwise expressly provided in the Credit Agreement or this Agreement, upon the occurrence and during the continuance of an Event of
Default, all proceeds of any Collateral received by any Grantor hereunder in cash or Cash Equivalents shall be held by such Grantor in trust for Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly
upon receipt by any Grantor, be turned over to Agent in the exact form received (with any necessary endorsement). All such proceeds of Collateral and any other proceeds of any Collateral received by Agent in cash or Cash Equivalents shall be held by
Agent in a Cash Collateral Account. All proceeds being held by Agent in a Cash Collateral Account (or by such Grantor in trust for Agent) shall continue to be held as collateral security for the Secured Obligations and shall not constitute payment
thereof until applied as provided in the Credit Agreement. 
 Section 6.5 Sale of Pledged Collateral.

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

 22 








 (b) Each Grantor agrees to use its commercially reasonable efforts to do or cause to be done
all such other acts as may be necessary to make such sale or sales of any portion of the Pledged Collateral pursuant to Section 6.1 and this Section 6.5 valid and binding and in compliance with all applicable Requirements of Law. Each
Grantor further agrees that a breach of any covenant contained herein will cause irreparable injury to Agent and other Secured Parties, that Agent and the other Secured Parties have no adequate remedy at law in respect of such breach and, as a
consequence, that each and every covenant contained herein shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any defense against an action for specific performance of such covenants
except for a defense that no Event of Default has occurred under the Credit Agreement. Each Grantor waives any and all rights of contribution or subrogation upon the sale or disposition of all or any portion of the Pledged Collateral by Agent.

 Section 6.6 Deficiency. 
 Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of any Collateral are insufficient to pay the Secured Obligations and the fees and disbursements of any
attorney employed by Agent or any other Secured Party to collect such deficiency. 
 ARTICLE VII 
 Agent 
 Section 7.1 Agent’s Appointment as Attorney-in-Fact. 
 (a) Each Grantor, subject to
Section 8.2, hereby irrevocably constitutes and appoints Agent and any Related Person thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such
Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of the Loan Documents, (x) to take any appropriate action and to execute any document or instrument that may be necessary or desirable to
accomplish the purposes of the Loan Documents (provided, however, that the actions described in the immediately succeeding clause (y) shall only be taken while an Event of Default shall be continuing unless otherwise provided in or contemplated
by the other provisions of this Agreement or the other Loan Documents), and (y) each Grantor hereby gives Agent and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of
the following when an Event of Default shall be continuing: 
 (i) in the name of such Grantor, in its own name
or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any account or general intangible or with respect to any other Collateral and file any claim or take
any other action or proceeding in any court of law or equity or otherwise deemed appropriate by Agent for the purpose of collecting any such moneys due under any account or general intangible or with respect to any other Collateral whenever payable;

 (ii) in the case of any Intellectual Property owned by or licensed to the Grantors, execute, deliver and have
recorded any document that Agent may reasonably request to evidence, effect, publicize or record Agent’s security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented
thereby; 
  

 23 








 (iii) pay or discharge taxes and Liens levied or placed on or threatened
against any Collateral, effect any repair or pay any insurance called for by the terms of the Credit Agreement (including all or any part of the premiums therefor and the costs thereof); 
 (iv) execute, in connection with any sale provided for in Section 6.1 or 6.5, any document to effect or otherwise
necessary or appropriate in relation to evidence the sale of any Collateral; or 
 (v)(A) direct any party liable
for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to Agent or as Agent shall direct, (B) ask or demand for, and collect and receive payment of and receipt for, any moneys, claims and
other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express bill, bill of lading, storage or warehouse receipt, draft against debtors, assignment,
verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any Collateral and to enforce any other
right in respect of any Collateral, (E) defend any actions, suits, proceedings, audits, claims, demands, orders or disputes brought against such Grantor with respect to any Collateral, (F) settle, compromise or adjust any such actions,
suits, proceedings, audits, claims, demands, orders or disputes and, in connection therewith, give such discharges or releases as Agent may deem appropriate, (G) assign any Intellectual Property owned by the Grantors or any IP Licenses of the
Grantors throughout the world on such terms and conditions and in such manner as Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and
(H) generally, sell, assign, convey, transfer or grant a Lien on, make any Contractual Obligation with respect to and otherwise deal with, any Collateral as fully and completely as though Agent were the absolute owner thereof for all purposes
and do, at Agent’s option, at any time or from time to time, all acts and things that Agent deems necessary to protect, preserve or realize upon any Collateral and the Secured Parties’ security interests therein and to effect the intent of
the Loan Documents, all as fully and effectively as such Grantor might do. 
 (vi) If any Grantor fails to
perform or comply with any Contractual Obligation contained herein, Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligation. 
 (b) The expenses of Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest
thereon at a rate set forth in subsection 1.3(c) of the Credit Agreement, from the date of payment by Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to Agent on demand to the extent provided in the Credit
Agreement. 
  

 24 








 (c) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be
done by virtue of this Section 7.1. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

 Section 7.2 Authorization to File Financing Statements. 
 Each Grantor authorizes Agent and its Related Persons, at any time and from time to time, to file or record financing statements, amendments
thereto, and other filing or recording documents or instruments with respect to any Collateral in such form and in such offices as Agent reasonably determines appropriate to perfect the security interests of Agent under this Agreement, and such
financing statements and amendments may describe the Collateral covered thereby as “all assets of the debtor”. A photographic or other reproduction of this Agreement shall be sufficient as a financing statement or other filing or recording
document or instrument for filing or recording in any jurisdiction. Such Grantor also hereby ratifies its authorization for Agent to have filed any initial financing statement or amendment thereto under the UCC (or other similar laws) in effect in
any jurisdiction if filed prior to the date hereof. 
 Section 7.3 Authority of Agent. 
 Each Grantor acknowledges that the rights and responsibilities of Agent under this Agreement with respect to any action taken by Agent or the
exercise or non-exercise by Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between Agent and the other Secured Parties, be governed by the
Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between Agent and the Grantors, Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and
valid authority so to act or refrain from acting, and no Grantor shall be under any obligation or entitlement to make any inquiry respecting such authority. 
 Section 7.4 Duty; Obligations and Liabilities. 
 (a) Duty of
Agent. Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession shall be to deal with it in the same manner as Agent deals with similar property for its own account. The powers
conferred on Agent hereunder are solely to protect Agent’s interest in the Collateral and shall not impose any duty upon Agent to exercise any such powers. Agent shall be accountable only for amounts that it receives as a result of the exercise
of such powers, and neither it nor any of its Related Persons shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct as finally determined by a court of competent
jurisdiction. In addition, Agent shall not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehousemen, carrier, forwarding agency, consignee or
other bailee if such Person has been selected by Agent in good faith. 
  

 25 








 (b) Obligations and Liabilities with respect to Collateral. No Secured Party and no Related
Person thereof shall be liable for failure to demand, collect or realize upon any Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other
Person or, except as explicitly required by the terms hereof, to take any other action whatsoever with regard to any Collateral. The powers conferred on Agent hereunder shall not impose any duty upon any other Secured Party to exercise any such
powers. The other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their respective 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 as finally determined by a court of competent jurisdiction. 
 ARTICLE VIII 
 Miscellaneous 
 Section 8.1 Reinstatement. 
 Each Grantor agrees that, if any payment made by any Credit Party or other Person and applied to the Secured Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared to be
fraudulent or preferential or otherwise required to be refunded or repaid, or the proceeds of any Collateral are required to be returned by any Secured Party to such Credit Party, its estate, trustee, receiver or any other party, including any
Grantor, under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or repayment, any Lien or other Collateral securing such liability shall be and remain in full force and effect, as fully as
if such payment had never been made. If, prior to any of the foregoing, (a) any Lien or other Collateral securing such Grantor’s liability hereunder shall have been released or terminated by virtue of the foregoing or (b) any
provision of the Guaranty hereunder shall have been terminated, cancelled or surrendered, such Lien, other Collateral or provision shall be reinstated in full force and effect and such prior release, termination, cancellation or surrender shall not
diminish, release, discharge, impair or otherwise affect the obligations of any such Grantor in respect of any Lien or other Collateral securing such obligation or the amount of such payment. 
 Section 8.2 Release of Collateral. 
 (a) At the time provided in subsection 8.10(b)(iii) of the Credit Agreement, the Collateral shall be released from the Lien created hereby and this Agreement and all obligations (other than those
expressly stated to survive such termination) of Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each
Grantor is hereby authorized to file UCC amendments and any other documents at such time evidencing the termination of the Liens so released. At the request of any Grantor following any such termination, Agent shall deliver to such Grantor any
Collateral of such Grantor held by Agent hereunder and execute and deliver to such Grantor such documents and take such other actions as such Grantor shall reasonably request to effect or evidence such termination. 
  

 26 








 (b) If Agent shall be directed or permitted pursuant to subsection 8.10(b) of the Credit
Agreement to release any Lien or any Collateral, such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, subsection 8.10(b). In connection therewith, Agent,
at the request of any Grantor, shall execute and deliver to such Grantor such documents and take such other actions as such Grantor shall reasonably request to effect or evidence such release. 
 (c) At the time provided in subsection 8.10(a) of the Credit Agreement and at the request of the Borrower, a Grantor shall be released from
its obligations hereunder to the extent provided under, and subject to the terms and conditions set forth in, subsection 8.10(a) of the Credit Agreement. In connection therewith, Agent, at the request of any Grantor, shall execute and deliver to
such Grantor such documents and take such other actions as such Grantor shall reasonably request to effect or evidence such release. 
 Section 8.3 Independent Obligations. 
 The obligations of each Grantor hereunder are independent of
and separate from the Secured Obligations and the Guaranteed Obligations. If any Secured Obligation or Guaranteed Obligation is not paid when due, or upon any Event of Default, Agent may, at its sole election, proceed directly and at once, without
notice, against any Grantor and any Collateral to collect and recover the full amount of any Secured Obligation or Guaranteed Obligation then due, without first proceeding against any other Grantor, any other Credit Party or any other Collateral and
without first joining any other Grantor or any other Credit Party in any proceeding. 
 Section 8.4 No Waiver by
Course of Conduct. 
 No Secured Party shall by any act (except by a written instrument pursuant to Section 8.5), delay,
indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. No failure to exercise, nor any delay in exercising, on the part of any Secured Party, any right,
power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A
waiver by any Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that such Secured Party would otherwise have on any future occasion. 
 Section 8.5 Amendments in Writing. 
 None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except in accordance with Section 9.1 of the Credit Agreement; provided, however, that
annexes to this Agreement may be supplemented (but no existing provisions may be modified and no Collateral may be released) through Pledge Amendments and Joinder Agreements, in substantially the form of Annex 1 and Annex 2, respectively,
in each case duly executed by Agent and each Grantor directly affected thereby. 
 Section 8.6 Additional
Grantors; Additional Pledged Collateral. 
 (a) Joinder Agreements. If, at the option of the Borrower or as required pursuant
to Section 4.15 of the Credit Agreement, the Borrower shall cause any Subsidiary that is not a Grantor to become a Grantor hereunder, such Subsidiary shall execute and deliver to Agent a Joinder Agreement substantially in the form of
Annex 2 and shall thereafter for all purposes be a party hereto and have the same rights, benefits and obligations as a Grantor party hereto on the Closing Date. 
  

 27 








 (b) Pledge Amendments. To the extent any Pledged Collateral has not been delivered as of the
Closing Date, such Grantor shall deliver a pledge amendment duly executed by the Grantor in substantially the form of Annex 1 (each, a “Pledge Amendment”). Such Grantor authorizes Agent to attach each Pledge Amendment to this
Agreement. 
 Section 8.7 Notices. 
 All notices, requests and demands to or upon Agent or any Grantor hereunder shall be effected in the manner provided for in Section 9.2
of the Credit Agreement; provided, however, that any such notice, request or demand to or upon any Grantor shall be addressed to the Borrower’s notice address set forth in Section 9.2. 
 Section 8.8 Successors and Assigns. 
 This Agreement shall be binding upon the successors and assigns of each Grantor and shall inure to the benefit of each Secured Party and their successors and assigns; provided, however, that no Grantor
may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of Agent. 
 Section 8.9 Counterparts. 
 This Agreement may be executed in any number of counterparts and by
different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple separate
counterparts and attached to a single counterpart. Delivery of an executed signature page of this Agreement by facsimile transmission or by Electronic Transmission shall be as effective as delivery of a manually executed counterpart hereof.

 Section 8.10 Severability. 
 Any provision of this Agreement being held illegal, invalid or unenforceable in any jurisdiction shall not affect any part of such provision not held illegal, invalid or unenforceable, any other provision
of this Agreement or any part of such provision in any other jurisdiction. 
 Section 8.11 Governing Law;
Conflicts. 
 This Agreement and the rights and obligations of the parties hereto shall be governed by, and construed and
interpreted in accordance with, the law of the State of New York. Provisions of this Agreement, if any, which are in direct and irreconcilable conflict with provisions of the UK Charge Over Shares shall be superseded by such conflicting provisions
of the UK Charge Over Shares to the extent of such conflict and shall have no binding effect hereunder. Otherwise, all of the provisions of both this Agreement and the UK Charge Over Shares shall be applicable and binding upon each of the parties
hereto and thereto to the extent a party hereto and thereto. 
  

 28 








 Section 8.12 Waiver of Jury Trial. 
 EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING WITH RESPECT TO, OR DIRECTLY OR INDIRECTLY
ARISING OUT OF, UNDER OR IN CONNECTION WITH, ANY LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREIN OR RELATED THERETO (WHETHER FOUNDED IN CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO OTHER PARTY AND NO
RELATED PERSON OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.12. 
 EACH GRANTOR AGREES
TO BE BOUND BY THE PROVISIONS OF SUBSECTIONS 9.18(b) AND 9.18(c) OF THE CREDIT AGREEMENT. 
 [Signature Pages Follow] 

 

 29 








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

			
	CONSTAR, INC.,
	as Grantor
		
	By:	 	 /s/ J. Mark Borseth

	Name:	 	J. Mark Borseth
	Title:	 	 Executive Vice President and
 Chief Financial Officer

	
	 CONSTAR INTERNATIONAL INC.,
 as Grantor

		
	By:	 	 /s/ J. Mark Borseth

	Name:	 	J. Mark Borseth
	Title:	 	 Executive Vice President and
 Chief Financial Officer

	
	 BFF INC.,
 as
Grantor

		
	By:	 	 /s/ J. Mark Borseth

	Name:	 	J. Mark Borseth
	Title:	 	 Executive Vice President and
 Chief Financial Officer

	
	 DT, INC.,
 as
Grantor

		
	By:	 	 /s/ J. Mark Borseth

	Name:	 	J. Mark Borseth
	Title:	 	 Executive Vice President and
 Chief Financial Officer

	
	 CONSTAR FOREIGN HOLDINGS, INC.,
 as Grantor

		
	By:	 	 /s/ J. Mark Borseth

	Name:	 	J. Mark Borseth
	Title:	 	 Executive Vice President and
 Chief Financial Officer



 Signature Page to 
 Guaranty and Security Agreement 








			
	ACCEPTED AND AGREED
	as of the date first above written:
	
	 GENERAL ELECTRIC CAPITAL CORPORATION,
 as Agent

		
	By:	 	 /s/ Thomas Morante

	Name:	 	Thomas Morante
	Title:	 	Duly Authorized Signatory

 Signature
Page to 
 Guaranty and Security Agreement 







 FORM OF PLEDGE AMENDMENT 
 This Pledge Amendment, dated as of             
    , 20    , is delivered pursuant to Section 8.6 of the Guaranty and Security Agreement, dated as of February 11, 2010, by CONSTAR, INC. (the “Borrower”), the undersigned
Grantor and the other Persons from time to time party thereto as Grantors in favor of General Electric Capital Corporation, as Agent for the Secured Parties referred to therein (as such agreement may be amended, restated, supplemented or otherwise
modified from time to time, the “Guaranty and Security Agreement”). Capitalized terms used herein without definition are used as defined in the Guaranty and Security Agreement. 
 The undersigned hereby agrees that this Pledge Amendment may be attached to the Guaranty and Security Agreement and that the Pledged
Collateral listed on Annex 1-A to this Pledge Amendment shall be and become part of the Collateral referred to in the Guaranty and Security Agreement and shall secure all Obligations of the undersigned. 
 The undersigned hereby represents and warrants that each of the representations and warranties contained in Sections 4.1, 4.2, 4.3 and 4.8
of the Guaranty and Security Agreement is true and correct as to such Grantor and the Collateral of such Grantor as of the date hereof as if made on and as of such date (with references to “as of the Closing Date” deemed to be references
to the date hereof). 
  

			
	[GRANTOR]
		
	By:	 	  

	Name:	 	
	Title:	 	


  

 A1-1 








 Annex 1-A 
  

									
	 PLEDGED STOCK
	 		 		 		 	
	 ISSUER
	 	 CLASS
	 	 CERTIFICATE NO(S).
	 	 PAR VALUE
	 	 NUMBER OF SHARES,
UNITS OR
INTERESTS

		
	  
 PLEDGED DEBT
INSTRUMENTS
  
	 	
	 ISSUER
	 	 DESCRIPTION OF DEBT
	 	 CERTIFICATE NO(S).
	 	 FINAL MATURITY
	 	 PRINCIPAL AMOUNT


  

 A1-2 









			
	ACKNOWLEDGED AND AGREED
	as of the date first above written:
	
	 GENERAL ELECTRIC CAPITAL CORPORATION,
 as Agent

		
	By:	 	  

	Name:	 	
	Title:	 	

  

 A1-3 








 FORM OF JOINDER AGREEMENT 
 This JOINDER AGREEMENT, dated as of             
    , 20    , is delivered pursuant to Section 8.6 of the Guaranty and Security Agreement, dated as of February 11, 2010, by CONSTAR, INC. (the “Borrower”) and the other
Persons from time to time party thereto as Grantors in favor of the General Electric Capital Corporation, as Agent for the Secured Parties referred to therein (as such agreement may be amended, restated, supplemented or otherwise modified from time
to time, the “Guaranty and Security Agreement”). Capitalized terms used herein without definition are used as defined in the Guaranty and Security Agreement. 
 By executing and delivering this Joinder Agreement, the undersigned, as provided in Section 8.6 of the Guaranty and Security Agreement, hereby becomes a party to the Guaranty and Security Agreement
as a Grantor thereunder with the same force and effect as if originally named as a Grantor therein and, without limiting the generality of the foregoing, as collateral security for the prompt and complete payment and performance when due (whether at
stated maturity, by acceleration or otherwise) of the Secured Obligations of the undersigned, hereby mortgages, pledges and hypothecates to Agent for the benefit of the Secured Parties, and grants to Agent for the benefit of the Secured Parties a
lien on and security interest in, all of its right, title and interest in, to and under the Collateral of the undersigned and expressly assumes all obligations and liabilities of a Grantor thereunder. The undersigned hereby agrees to be bound as a
Grantor for the purposes of the Guaranty and Security Agreement. 
 The information set forth in Annex 1-A is hereby added
to the information set forth in Schedules 1, 2 and 3 to the Guaranty and Security Agreement and Schedules 3.9, 3.16, 3.20, 3.21 and 3.22 to the Credit Agreement. By acknowledging and agreeing to this Joinder Agreement, the undersigned hereby agree
that this Joinder Agreement may be attached to the Guaranty and Security Agreement and that the Pledged Collateral listed on Annex 1-A to this Joinder Amendment shall be and become part of the Collateral referred to in the Guaranty and Security
Agreement and shall secure all Secured Obligations of the undersigned. 
 The undersigned hereby represents and warrants that
each of the representations and warranties contained in Article IV of the Guaranty and Security Agreement applicable to it is true and correct as to such Grantor and the Collateral of such Grantor on and as the date hereof as if made on and as
of such date (with references to “as of the Closing Date” deemed to be references to the date hereof). 
  

 A2-1 








 In witness whereof, the undersigned has caused this Joinder Agreement to be duly executed
and delivered as of the date first above written. 
  

			
	[Additional Grantor]
		
	By:	 	  

	Name:	 	
	Title:	 	


  

 A2-2 









			
	ACKNOWLEDGED AND AGREED
	as of the date first above written:
	
	[EACH GRANTOR PLEDGING
	ADDITIONAL COLLATERAL]
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	 GENERAL ELECTRIC CAPITAL CORPORATION,
 as Agent

		
	By:	 	  

	Name:	 	
	Title:	 	

  

 A2-3 








 FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT1 
 THIS [COPYRIGHT] [PATENT] [TRADEMARK] SECURITY AGREEMENT, dated as of
                 , 20    , is made by each of the entities listed on the signature pages hereof (each a “Grantor” and,
collectively, the “Grantors”), in favor of General Electric Capital Corporation (“GE Capital”), as administrative agent (in such capacity, together with its successors and permitted assigns, “Agent”) for the Secured
Parties (as defined in the Credit Agreement referred to below). 
 W I T N E S S E T H: 
 WHEREAS, pursuant to the Credit Agreement, dated as of February 11, 2010 (as the same may be amended, restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”), by and among Constar, Inc. (the “Borrower”), the other Credit Parties party thereto, the Lenders and the L/C Issuers from time to time party thereto and GE Capital,
as Agent, the Lenders and the L/C Issuers have severally agreed to make extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein; 
 WHEREAS, each Grantor has agreed, pursuant to a Guaranty and Security Agreement of even date herewith in favor of Agent (as such agreement
may be amended, restated, supplemented or otherwise modified from time to time, the “Guaranty and Security Agreement”), to guarantee the Obligations of the Borrower; and 
 WHEREAS, all of the Grantors are party to the Guaranty and Security Agreement pursuant to which the Grantors are required to execute and
deliver this [Copyright] [Patent] [Trademark] Security Agreement; 
 NOW, THEREFORE, in consideration of the premises and to
induce the Lenders, the L/C Issuers and Agent to enter into the Credit Agreement and to induce the Lenders and the L/C Issuers to make their respective extensions of credit to the Borrower thereunder, each Grantor hereby agrees with Agent as
follows: 
 Section 1. Defined Terms. Capitalized terms used herein without definition are used as defined in the
Guaranty and Security Agreement or where not defined therein, the Credit Agreement. 
 Section 2. Grant of Security
Interest in [Copyright] [Trademark] [Patent] Collateral. Each Grantor, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations of such
Grantor, hereby mortgages, pledges and hypothecates to Agent for the benefit of the Secured Parties, and grants to Agent for the benefit of the Secured Parties a Lien on and security interest in, all of its right, title and interest in, to and under
the following Collateral of such Grantor (the “[Copyright] [Patent] [Trademark] Collateral”): 
 (a) [all of its
Copyrights and all IP Licenses providing for the grant by or to such Grantor of any right under any Copyright, including, without limitation, those referred to on Schedule 1 hereto; 
  
  

	1	 Separate agreements should be executed relating to each Grantor’s respective Copyrights, Patents, and Trademarks. 


  

 A3-1 








 (b) all renewals, reversions and extensions of the foregoing; and 
 (c) all income, royalties, proceeds and Liabilities at any time due or payable or asserted under and with respect to any of the foregoing,
including, without limitation, all rights to sue and recover at law or in equity for any past, present and future infringement, misappropriation, dilution, violation or other impairment thereof.] 
 or 
 (d) [all of
its Patents and all IP Licenses providing for the grant by or to such Grantor of any right under any Patent, including, without limitation, those referred to on Schedule 1 hereto; 
 (e) all reissues, reexaminations, continuations, continuations-in-part, divisionals, renewals and extensions of the foregoing; and

 (f) all income, royalties, proceeds and Liabilities at any time due or payable or asserted under and with respect to any of
the foregoing, including, without limitation, all rights to sue and recover at law or in equity for any past, present and future infringement, misappropriation, dilution, violation or other impairment thereof.] 
 or 
 (g) [all of
its Trademarks and all IP Licenses providing for the grant by or to such Grantor of any right under any Trademark, including, without limitation, those referred to on Schedule 1 hereto; 
 (h) all renewals and extensions of the foregoing; 
 (i) all goodwill of the business connected with the use of, and symbolized by, each such Trademark; and 
 (j) all income, royalties, proceeds and Liabilities at any time due or payable or asserted under and with respect to any of the foregoing, including, without limitation, all rights to sue and recover at
law or in equity for any past, present and future infringement, misappropriation, dilution, violation or other impairment thereof.] 
 Section 3. Guaranty and Security Agreement. The security interest granted pursuant to this [Copyright] [Patent] [Trademark] Security Agreement is granted in conjunction with the security interest granted to Agent pursuant to the
Guaranty and Security Agreement and each Grantor hereby acknowledges and agrees that the rights and remedies of Agent with respect to the security interest in the [Copyright] [Patent] [Trademark] Collateral made and granted hereby are more fully set
forth in the Guaranty and Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. 
  

 A3-2 








 Section 4. Grantor Remains Liable. Each Grantor hereby agrees that, anything
herein to the contrary notwithstanding, such Grantor shall assume full and complete responsibility for the prosecution, defense, enforcement or any other necessary or desirable actions in connection with their [Copyrights] [Patents] [Trademarks] and
IP Licenses subject to a security interest hereunder. 
 Section 5. Counterparts. This [Copyright] [Patent]
[Trademark] Security Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and
the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart. 
 Section 6. Governing Law. This [Copyright] [Patent] [Trademark] Security Agreement and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the law of the State
of New York. 
 [SIGNATURE PAGES FOLLOW] 
  


 A3-3 








 IN WITNESS WHEREOF, each Grantor has caused this [Copyright] [Patent] [Trademark] Security
Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above. 
  

			
	Very truly yours,
	
	 [GRANTOR]
 as
Grantor

		
	By:	 	  

	Name:	 	
	Title:	 	


  

			
	ACCEPTED AND AGREED
	as of the date first above written:
	
	 GENERAL ELECTRIC CAPITAL CORPORATION,
 as Agent

		
	By:	 	  

	Name:	 	
	Title:	 	

 [ACKNOWLEDGEMENT OF GRANTOR FOR [COPYRIGHT] [PATENT] [TRADEMARK] SECURITY AGREEMENT] 
  

 A3-4 








 ACKNOWLEDGMENT OF GRANTOR 
  

					
	State of	  	)	  	
		  	)	  	ss.
	County of )	  	)	  	

 On this      day of
                 , 20     before me personally appeared
                            , proved to me on the basis of satisfactory evidence to be the person who
executed the foregoing instrument on behalf of                             , who being by me duly
sworn did depose and say that he is an authorized officer of said corporation, that the said instrument was signed on behalf of said corporation as authorized by its Board of Directors and that he acknowledged said instrument to be the free act and
deed of said corporation. 
  

	
	  

	Notary Public


 [ACKNOWLEDGEMENT OF
GRANTOR FOR [COPYRIGHT] [PATENT] [TRADEMARK] SECURITY AGREEMENT] 
  

 A3-5 








 SCHEDULE I 
 TO 
 [COPYRIGHT] [PATENT] [TRADEMARK] SECURITY AGREEMENT 
 [Copyright] [Patent] [Trademark] Registrations 
  

	1.	REGISTERED [COPYRIGHTS] [PATENTS] [TRADEMARKS] 

 [Include Registration Number and Date] 
  

	2.	[COPYRIGHT] [PATENT] [TRADEMARK] APPLICATIONS 

 [Include Application Number and Date] 
  

	3.	IP LICENSES 

 [Include complete
legal description of agreement (name of agreement, parties and date)] 







 Schedule 1 
 Commercial Tort Claims 
 None 







 Schedule 2 
 Filings 
 UCC-1 Financing Statements 
  

			
	 U.S. Credit Party
	  	 Jurisdiction

	Constar International Inc.	  	Delaware Secretary of State
	Constar, Inc.	  	Pennsylvania Secretary of the Commonwealth
	BFF Inc.	  	Delaware Secretary of State
	DT, Inc.	  	Delaware Secretary of State
	Constar Foreign Holdings, Inc.	  	Delaware Secretary of State

 Intellectual Property
Filings 
  

			
	 U.S. Credit Party
	  	 Jurisdiction

	Constar International Inc.	  	U.S. Patent and Trademark Office – Patent Division
	Constar International Inc.	  	U.S. Patent and Trademark Office – Trademark Division








 Schedule 3 
 Pledged Collateral 
 Pledged Certificated Stock 
  

									
	 ISSUER
	  	 RECORD OWNER
	  	 NUMBER OF SHARES ISSUED
	  	PERCENTAGE
OWNED	 	PERCENTAGE
PLEDGED
	 Constar, Inc.
	  	Constar International Inc.	  	100 Shares of Common Stock	  	100%	 	100%
	 BFF Inc.
	  	Constar International Inc.	  	4,825 Shares of Common Stock	  	100%	 	100%
	 DT, Inc.
	  	Constar International Inc.	  	1,000 Shares of Common Stock	  	100%	 	100%
	 Constar Foreign Holdings, Inc.
	  	Constar International Inc.	  	100 Shares of Common Stock	  	100%	 	100%

 Pledged Uncertificated Stock 

  

									
	 ISSUER
	  	 RECORD OWNER
	  	 NUMBER OF SHARES ISSUED
	  	PERCENTAGE
OWNED	 	PERCENTAGE
PLEDGED
	 Constar International Holland (Plastics) B.V.
	  	Constar Foreign Holdings, Inc.	  	20,324 Ordinary Shares	  	100%	 	65%
	 Constar Plastics of Italy S.R.L.
	  	Constar Foreign Holdings, Inc.	  	€10,000 (represented by 1 voting quota)	  	100%	 	65%

 Pledged Debt Instruments

 Global Intercompany Note