EX-10.12




 Exhibit 10.12 

Execution Version 
  

 
  

COLLATERAL AGREEMENT 
 dated as of

 August 26, 2011, 
 among 

SMART Modular Technologies, Inc., 

THE OTHER GRANTORS PARTY HERETO 

and 
 JPMORGAN CHASE BANK, N.A.,

 as Administrative Agent 
  

 
  








 TABLE OF CONTENTS 
  

							
	 	 	 	  	Page	 
	
	ARTICLE I	 
	
	DEFINITIONS	 
			
	 SECTION 1.01.
	 	 Defined Terms
	  	 	E-1	 
	 SECTION 1.02.
	 	 Other Defined Terms
	  	 	E-1	 
	
	ARTICLE II	 
	
	PLEDGE OF SECURITIES	 
			
	 SECTION 2.01.
	 	 Pledge
	  	 	E-6	 
	 SECTION 2.02.
	 	 Delivery of the Pledged Collateral
	  	 	E-7	 
	 SECTION 2.03.
	 	 Representations, Warranties and Covenants
	  	 	E-8	 
	 SECTION 2.04.
	 	 [Reserved]
	  	 	E-9	 
	 SECTION 2.05.
	 	 Registration in Nominee Name; Denominations
	  	 	E-9	 
	 SECTION 2.06.
	 	 Voting Rights; Dividends and Interest
	  	 	E-9	 
	
	ARTICLE III	 
	
	SECURITY INTERESTS IN PERSONAL PROPERTY	 
			
	 SECTION 3.01.
	 	 Security Interest
	  	 	E-11	 
	 SECTION 3.02.
	 	 Representations and Warranties
	  	 	E-14	 
	 SECTION 3.03.
	 	 Covenants
	  	 	E-16	 
	 SECTION 3.04.
	 	 Other Actions
	  	 	E-18	 
	 SECTION 3.05.
	 	 Covenants Regarding Patent, Trademark and Copyright Collateral
	  	 	E-19	 
	
	ARTICLE IV	 
	
	REMEDIES	 
			
	 SECTION 4.01.
	 	 Remedies upon Default
	  	 	E-20	 
	 SECTION 4.02.
	 	 Application of Proceeds
	  	 	E-21	 
	 SECTION 4.03.
	 	 Grant of License to Use Intellectual Property
	  	 	E-22	 
	 SECTION 4.04.
	 	 Securities Act
	  	 	E-22	 
	
	ARTICLE V	 
	
	MISCELLANEOUS	 
			
	 SECTION 5.01.
	 	 Notices
	  	 	E-23	 
	 SECTION 5.02.
	 	 Waivers; Amendment
	  	 	E-23	 
	 SECTION 5.03.
	 	 Administrative Agent’s Fees and Expenses; Indemnification
	  	 	E-24	 
	 SECTION 5.04.
	 	 Successors and Assigns
	  	 	E-25	 
	 SECTION 5.05.
	 	 Survival of Agreement
	  	 	E-25	 
	 SECTION 5.06.
	 	 Counterparts; Effectiveness; Several Agreement
	  	 	E-25	 


  
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	 	 	 	  	Page	 
			
	 SECTION 5.07.
	 	 Severability
	  	 	E-26	 
	 SECTION 5.08.
	 	 Right of Set-Off
	  	 	E-26	 
	 SECTION 5.09.
	 	 Governing Law; Jurisdiction; Consent to Service of Process; Appointment of Service of Process
Agent
	  	 	E-26	 
	 SECTION 5.10.
	 	 WAIVER OF JURY TRIAL
	  	 	E-27	 
	 SECTION 5.11.
	 	 Headings
	  	 	E-27	 
	 SECTION 5.12.
	 	 Security Interest Absolute
	  	 	E-28	 
	 SECTION 5.13.
	 	 Termination or Release
	  	 	E-28	 
	 SECTION 5.14.
	 	 Additional Subsidiaries
	  	 	E-28	 
	 SECTION 5.15.
	 	 Administrative Agent Appointed Attorney-in-Fact
	  	 	E-29	 
	 SECTION 5.16.
	 	 Separate Grants of Security and Separate Classification
	  	 	E-29	 

  

			
	Schedules	 	
		
	 Schedule I
	 	 Grantors

	 Schedule II
	 	 Pledged Equity Interests; Pledged Debt Securities

	 Schedule III
	 	 Intellectual Property

	 Schedule IV
	 	 Commercial Tort Claims

		
	Exhibits	 	
		
	 Exhibit I
	 	 Form of Supplement

	 Exhibit II
	 	 Form of Copyright Security Agreement

	 Exhibit III
	 	 Form of Patent Security Agreement

	 Exhibit IV
	 	 Form of Trademark Security Agreement



  
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 COLLATERAL AGREEMENT dated as of August 26, 2011 (this
“Agreement”), among SMART Modular Technologies, Inc., SMART Modular Technologies (DE), Inc., and ConXtra, Inc., the other GRANTORS from time to time party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent. 

Reference is made to the Credit Agreement dated as of August 26, 2011 (as amended, supplemented or otherwise modified from time to time,
the “Credit Agreement”), among SMART Modular Technologies (Global Memory Holdings), Inc., a Cayman Islands exempted company (“Holdings”), SMART Modular Technologies (Global), Inc., a Cayman Islands exempted company
(the “Parent Borrower”), SMART Modular Technologies, Inc., a California corporation (the “Co-Borrower” and together with the Parent Borrower, the “Borrowers” and each a “Borrower”),
the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. The Lenders and the Issuing Banks have agreed to extend credit to the Borrowers subject to the terms and conditions set forth in the Credit Agreement. The obligations
of the Lenders and the Issuing Banks to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. The Grantors (other than the Borrowers) are Affiliates of the Borrowers, will derive substantial
benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in order to induce the Lenders and the Issuing Banks to extend such credit. Accordingly, the parties hereto
agree as follows: 
 ARTICLE I 

Definitions 
 SECTION
1.01. Defined Terms. 
 (a) Each capitalized term used but not defined herein shall have the meaning assigned thereto in the Credit
Agreement; provided that each term defined in the New York UCC (as defined herein) and not defined in this Agreement shall have the meaning specified in the New York UCC. 

(b) The rules of construction specified in Section 1.03 and 1.04 of the Credit Agreement also apply to this Agreement, mutatis
mutandis. 
 SECTION 1.02. Other Defined Terms. As used in this Agreement, the following terms have the meanings specified
below: 
 “Account Debtor” means any Person that is or may become obligated to any Grantor under, with respect to or on
account of an Account. 
 “Agreement” has the meaning assigned to such term in the preamble to this Agreement. 

“Article 9 Collateral” has the meaning assigned to such term in Section 3.01. 

“Bankruptcy Code” means Title 11 of the United States Code, as amended. 

  
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 “Borrower” has the meaning assigned to such term in the introductory paragraph
to this Agreement. 
 “Borrowers” has the meaning assigned to such term in the introductory paragraph to this Agreement.

 “Collateral” means Article 9 Collateral and Pledged Collateral. 

“Copyright License” means any written agreement, now or hereafter in effect, granting to any Person any right under any
Copyright now or hereafter owned by any other Person or that such other Person otherwise has the right to license, and all rights of any such Person under any such agreement. 

“Copyright Security Agreement” means the Copyright Security Agreement substantially in the form of Exhibit II. 

“Copyrights” means, with respect to any Person, all of the following now owned or hereafter acquired by such Person:
(a) all copyright rights in any work arising under the copyright laws of the United States or any other country, whether as author, assignee, transferee or otherwise, and (b) all registrations and applications for registration of any such
copyright in the United States or any other country, including registrations, supplemental registrations and pending applications for registration in the United States Copyright Office (or any similar office in any other country), including, in the
case of any Grantor, the Copyrights set forth next to its name on Schedule III. 
 “Credit Agreement” has the meaning
assigned to such term in the introductory paragraph of this Agreement. 
 “Excluded Equity Interests” has the meaning
assigned to such term in Section 2.01. 
 “Federal Securities Laws” has the meaning assigned to such term in
Section 4.04. 
 “Grantors” means (a) each Borrower, (b) each other Subsidiary identified on Schedule I
and (c) each Subsidiary that becomes a party to this Agreement as a Grantor after the Effective Date. 
 “Insolvency or
Liquidation Proceeding” means: 
 (1) any case commenced by or against the Parent Borrower or any other Grantor
under any Bankruptcy Law, any other proceeding for the reorganization, recapitalization or adjustment or marshalling of the assets or liabilities of the Parent Borrower or any other Grantor, any receivership or assignment for the benefit of
creditors relating to the Parent Borrower or any other Grantor or any similar case or proceeding relative to the Parent Borrower or any other Grantor or its creditors, as such, in each case whether or not voluntary; 

  
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 (2) any liquidation, dissolution, marshalling of assets or liabilities or other
winding up of or relating to the Parent Borrower or any other Grantor, in each case whether or not voluntary and whether or not involving bankruptcy or insolvency; or 

(3) any other proceeding of any type or nature in which substantially all claims of creditors of the Parent Borrower or any
other Grantor are determined and any payment or distribution is or may be made on account of such claims. 
 “Intellectual
Property” means, with respect to any Person, all intellectual and similar property of every kind and nature now owned or hereafter acquired by any such Person, including inventions, designs, Patents, Copyrights, Licenses, Trademarks, trade
secrets, domain names, confidential or proprietary technical and business information, know-how, show-how or other data or information, software and databases and all
embodiments or fixations thereof and related documentation, registrations and franchises, and all additions, improvements and accessions to, and books and records describing or used in connection with, any of the foregoing. 

“IP Security Agreements” means the Trademark Security Agreement, the Patent Security Agreement and the Copyright Security
Agreement. 
 “License” means any Patent License, Trademark License, Copyright License or other license or sublicense
agreement to which any Person is a party, including those exclusive Copyright Licenses under which any Grantor is a licensee listed on Schedule III. 

“Loan Document Obligations” means (a) the due and punctual payment by the Borrowers of (i) the principal of and
interest at the applicable rate or rates provided in the Credit Agreement (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such
proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made by any Borrower under the Credit Agreement in respect of any Letter
of Credit, when and as due, including payments in respect of reimbursement of disbursements, interest thereon (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of
whether allowed or allowable in such proceeding) and obligations to provide cash collateral, and (iii) all other monetary obligations of the Borrowers under or pursuant to the Credit Agreement and each of the other Loan Documents, including
obligations to pay fees, expense reimbursement obligations and indemnification obligations, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), (b) the due and punctual payment and performance of all other obligations of the Borrowers under or pursuant to each of the
Loan Documents and (c) the due and punctual payment and performance of all the obligations of each other Loan Party under or pursuant to this Agreement and each of the other Loan Documents (including interest and monetary obligations incurred
during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding). 

  
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 “New York UCC” means the Uniform Commercial Code as from time to time in effect
in the State of New York; provided, however, that, at any time, if by reason of mandatory provisions of law, any or all of the perfection or priority of the Agent’s and the Secured Parties’ security interest in any item or portion of the
Article 9 Collateral is governed by the Uniform Commercial Code or similar law as in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect, at such time, in such other
jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for purposes of definitions relating to such provisions. 

“Non-Revolving Obligations” means the Secured Obligations other than the Revolving Obligations. 

“Non-Revolving Secured Parties” means the Secured Parties other than the Revolving Secured Parties. 

“Patent License” means any written agreement, now or hereafter in effect, granting to any Person any right to make, use or
sell any invention on which a Patent, now or hereafter owned by any other Person or that any other Person now or hereafter otherwise has the right to license, is in existence, and all rights of any such Person under any such agreement. 

“Patent Security Agreement” means the Patent Security Agreement substantially in the form of Exhibit III. 

“Patents” means, with respect to any Person, all of the following now owned or hereafter acquired by such Person:
(a) all letters patent of the United States or the equivalent thereof in any other country, all registrations thereof and all applications for letters patent of the United States or the equivalent thereof in any other country, including
registrations and pending applications in the United States Patent and Trademark Office or any similar offices in any other country, including those listed on Schedule III, and (b) all reissues, continuations, divisions,
continuations-in-part, renewals or extensions thereof, and the inventions disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed therein. 

“Perfection Certificate” means the Perfection Certificate dated the Effective Date delivered to the Administrative Agent
pursuant to Section 4.01(f) of the Credit Agreement. 
 “Pledged Collateral” has the meaning assigned to such term in
Section 2.01. 
 “Pledged Debt Securities” has the meaning assigned to such term in Section 2.01. 

“Pledged Equity Interests” has the meaning assigned to such term in Section 2.01. 

“Pledged Securities” means any promissory notes, stock certificates, unit certificates, limited or unlimited liability
membership certificates or other securities now or hereafter included in the Pledged Collateral, including all certificates, instruments or other documents representing or evidencing any Pledged Collateral. 

  
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 “Revolving Obligations” means the Secured Obligations payable to the Revolving
Lenders, Swingline Lenders and Issuing Banks in respect of Revolving Loans, Swingline Loans or Letters of Credit. 
 “Revolving
Secured Parties” means the Revolving Lenders, Swingline Lenders and Issuing Banks. 
 “Secured Cash Management
Obligations” means the due and punctual payment and performance of all obligations of Holdings and the Subsidiaries in respect of any overdraft and related liabilities arising from treasury, depository and cash management services or any
automated clearing house transfers of funds provided to Holdings, the Parent Borrower or any Subsidiary (whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and
modifications thereof and substitutions therefor)) that are (a) owed to the Administrative Agent or any of its Affiliates, (b) owed on the Effective Date to a Person that is a Lender or an Affiliate of a Lender as of the Effective Date,
(c) owed to a Person that is a Lender or an Affiliate of a Lender at the time such obligations are incurred or (d) owed to any other Person, provided that the obligations owed to any such other Person arose in respect of services provided
by such Person in a jurisdiction where none of the Administrative Agent, the Revolving Lenders or any of their Affiliates, at the time such obligations arose, offered to provide such services and such person executes and delivers to the
Administrative Agent a letter agreement in form and substance reasonably acceptable to the Administrative Agent pursuant to which such person (i) appoints the Administrative Agent as its agent under the applicable Loan Documents and
(ii) agrees to be bound by the provisions of Article Viii, Section 9.03 and Section 9.09 as if it were a Lender. 

“Secured Obligations” means (a) the Loan Document Obligations, (b) the Secured Cash Management Obligations and
(c) the Secured Swap Obligations. 
 “Secured Parties” means (a) each Lender, (b) each Issuing Bank,
(c) the Administrative Agent, (d) each Joint Bookrunner, (e) each Person to whom any Secured Cash Management Obligations are owed, (f) each counterparty to any Swap Agreement the obligations under which constitute Secured Swap
Obligations, (g) the beneficiaries of each indemnification obligation undertaken by any Loan Party under any Loan Document and (h) the permitted successors and assigns of each of the foregoing. 

“Secured Swap Obligations” means the due and punctual payment and performance of all obligations of Holdings, the Parent
Borrower, and the Subsidiaries under each Swap Agreement that (a) is with a counterparty that is the Administrative Agent or any of its Affiliates, (b) is in effect on the Effective Date with a counterparty that is a Lender or an Affiliate
of a Lender as of the Effective Date or (c) is entered into after the Effective Date with any counterparty that is a Lender or an Affiliate of a Lender at the time such Swap Agreement is entered into. 

“Security Interest” has the meaning assigned to such term in Section 3.01(a). 

  
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 “Supplement” means an instrument in the form of Exhibit I hereto, or any
other form approved by the Administrative Agent, and in each case reasonably satisfactory to the Administrative Agent. 
 “Trademark
License” means any written agreement, now or hereafter in effect, granting to any Person any right to use any Trademark now or hereafter owned by any other Person or that any other Person otherwise has the right to license, and all rights
of any such Person under any such agreement. 
 “Trademark Security Agreement” means the trademark security agreement in
the form of Exhibit IV. 
 “Trademarks” means, with respect to any Person, all of the following now owned or hereafter
acquired by such Person: (a) all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general
intangibles of like nature, now existing or hereafter adopted or acquired, all registrations thereof, and all registration and applications filed in connection therewith, including registrations and applications in the United States Patent and
Trademark Office or any similar offices in any State of the United States or any other country or any political subdivision thereof, and all extensions or renewals thereof, including, in the case of any Grantor, any of the foregoing set forth next
to its name on Schedule III, (b) all goodwill associated therewith or symbolized thereby and (c) all other assets, rights and interests that uniquely reflect or embody such goodwill. 

ARTICLE II 
 Pledge of
Securities 
 SECTION 2.01. Pledge. As security for the payment or performance, as the case may be, in full of all Non-Revolving
Obligations, each Grantor hereby assigns and pledges to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties (other than the Revolving Secured Parties) and hereby grants to the Administrative Agent, its
successor and assigns, for the benefit of the Secured Parties (other than the Revolving Secured Parties) a security interest in the Pledged Collateral. As security for the payment or performance, as the case may be, in full of all Revolving
Obligations, each Grantor hereby assigns and pledges to the Administrative Agent, its successors and assigns, for the benefit of the Revolving Secured Parties and hereby grants to the Administrative Agent, its successors and assigns, for the benefit
of the Revolving Secured Parties a security interest in the Pledged Collateral. “Pledged Collateral” shall mean the collective reference to the following: all of such Grantor’s right, title and interest in, to and under
(a)(i) the shares of capital stock and other Equity Interests owned by such Grantor, including those listed opposite the name of such Grantor on Schedule II, (ii) any other Equity Interests obtained in the future by such Grantor and
(iii) the certificates (if any) representing all such Equity Interests (collectively, the “Pledged Equity Interests”); provided that the Pledged Equity Interests shall not include (A) Equity Interests of any Person
that is not a direct or indirect, wholly owned Subsidiary of Holdings to the extent a security interest therein is prohibited by the terms of such Person’s Organizational Documents, (B) any Equity Interest with respect to which Holdings
shall have provided to the Administrative Agent a certificate of a Financial Officer 

  
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to the effect that, based on advice of outside counsel or tax advisors of national recognition, the pledge of such Equity Interest hereunder would result in adverse tax consequences to Holdings
and the Subsidiaries (other than on account of any Taxes payable in connection with filings, recordings, registrations, stampings and any similar acts in connection with the creation or perfection of the Liens granted hereunder) that shall have been
determined by Holdings to be material to Holdings and the Subsidiaries, (C) any Equity Interest if, to the extent and for so long as the pledge of such Equity Interest hereunder is prohibited by any applicable Requirement of Law (other than to
the extent that any such prohibition would be rendered ineffective pursuant to the New York UCC or any other applicable Requirements of Law); provided that such Equity Interest shall cease to be an Excluded Equity Interest at such time as
such prohibition ceases to be in effect; and (D) any Equity Interest that the Parent Borrower and the Administrative Agent shall have agreed in writing to treat as an Excluded Equity Interest for purposes hereof on account of the cost of
pledging such Equity Interest hereunder (including any adverse tax consequences to Holdings and the Subsidiaries resulting therefrom) being excessive in view of the benefits to be obtained by the Secured Parties therefrom (the Equity Interests
excluded pursuant to clauses (A) through (D) above being referred to as the “Excluded Equity Interests”); (b)(i) the debt securities owned by such Grantor, including those listed opposite the name of such Grantor on
Schedule II, (ii) any debt securities in the future issued to or otherwise acquired by such Grantor and (iii) the promissory notes and any other instruments evidencing all such debt securities (collectively, the “Pledged Debt
Securities”); (c) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01 and Section 2.02; (d) subject to Section 2.06, all payments of principal
or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities
referred to in clauses (a) and (b) above; (e) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above;
and (f) all Proceeds of any of the foregoing. 
 SECTION 2.02. Delivery of the Pledged Collateral. 

(a) Each Grantor agrees to deliver or cause to be delivered to the Administrative Agent any and all Pledged Securities (i) on the date
hereof, in the case of any such Pledged Securities owned by such Grantor on the date hereof, and (ii) promptly (and in any event within 45 days or such later date as the Administrative Agent reasonably agrees) after the acquisition thereof, in
the case of any such Pledged Securities acquired by such Grantor after the date hereof. 
 (b) As promptly as practicable, and in any event
within 30 days after the Effective Date, each Grantor will cause any Indebtedness for borrowed money (including in respect of cash management arrangements) owed to such Grantor by Holdings, the Parent Borrower or any Subsidiary in a principal amount
in excess of the US Dollar Equivalent of $5,000,000 to be evidenced by a duly executed promissory note (including, if such security interest can be perfected therein, a grid note) that is pledged and delivered to the Administrative Agent pursuant to
the terms hereof. 
 (c) Upon delivery to the Administrative Agent, (i) any certificate or promissory note representing Pledged
Securities shall be accompanied by undated stock or note powers, as applicable, duly executed in blank or other undated instruments of transfer duly executed in 

  
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blank and reasonably satisfactory to the Administrative Agent and by such other instruments and documents as the Administrative Agent may reasonably request and (ii) all other property
comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such other instruments and documents as the Administrative Agent may reasonably request.
Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II and be made a part hereof; provided that failure to
provide any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. 
 SECTION 2.03.
Representations, Warranties and Covenants. The Grantors jointly and severally represent, warrant and covenant to and with the Administrative Agent, for the benefit of the Secured Parties, that: 

(a) as of the Effective Date, Schedule II sets forth a true and complete list, with respect to each Grantor, of (i) all
the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Grantor and
(ii) all the Pledged Debt Securities owned by such Grantor; 
 (b) the Pledged Equity Interests and the Pledged Debt
Securities have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and
binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the
foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantors; 

(c) except for the security interests granted hereunder and under any other Loan Documents, each of the Grantors (i) is
and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such Grantor, (ii) holds the same free
and clear of all Liens, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or
create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, and
(iv) will defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit Agreement), however
arising, of all Persons whomsoever; 
 (d) except for restrictions and limitations imposed by the Loan Documents or
securities laws generally, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are and will continue to be freely 

  
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transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are or will be subject to any
option, right of first refusal, shareholders agreement, charter, by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise
affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies
hereunder; 
 (e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder
in the manner hereby done or contemplated; and 
 (f) by virtue of the execution and delivery by the Grantors of this
Agreement, when any Pledged Securities are delivered to the Administrative Agent in accordance with this Agreement, the Administrative Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of
any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, as security for the payment and performance of the Secured Obligations. 

SECTION 2.04. [Reserved]. 

SECTION 2.05. Registration in Nominee Name; Denominations. If an Event of Default shall have occurred and is continuing and the
Administrative Agent shall have notified the Grantors of its intent to exercise such rights, the Administrative Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in the
name of the applicable Grantor, endorsed or assigned in blank or in favor of the Administrative Agent or in its own name as pledgee or in the name of its nominee (as pledgee or as sub-agent), and each Grantor will promptly give to the Administrative
Agent copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Grantor. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall at
all times have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any reasonable purpose consistent with this Agreement. 

SECTION 2.06. Voting Rights; Dividends and Interest. 

(a) Unless and until an Event of Default shall have occurred and is continuing and the Administrative Agent shall have notified the Grantors
that their rights under this Section 2.06 are being suspended: 
 (i) each Grantor shall be entitled to exercise any and
all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents; provided that
such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Administrative Agent or the other Secured
Parties under this Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same; 

  
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 (ii) the Administrative Agent shall promptly execute and deliver to each Grantor,
or cause to be promptly executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual
rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section; 
 (iii) each Grantor shall
be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other
distributions are permitted by, and are otherwise paid or distributed in accordance with, the terms and conditions of the Credit Agreement, the other Loan Documents and applicable laws; provided that any noncash dividends, interest, principal
or other distributions that would constitute Pledged Equity Interests or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in the issuer of any Pledged Securities or
received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become
part of the Pledged Collateral and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the
Administrative Agent and the other Secured Parties and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably
requested by the Administrative Agent). 
 (b) Upon the occurrence and during the continuance of an Event of Default, after the
Administrative Agent shall have notified the Grantors of the suspension of their rights under paragraph (a)(iii) of this Section 2.06, all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is
authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Administrative Agent, which shall have the sole and exclusive right and authority to receive
and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of
the Administrative Agent and the other Secured Parties shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Administrative Agent upon demand in the same form as so received (with any necessary
endorsements, stock or note powers and other instruments of transfer reasonably requested by the Administrative Agent). Any and all money and other property paid over to or received by the Administrative Agent pursuant to the provisions of this
paragraph (b) shall be retained by the Administrative Agent in an account to be established by the Administrative Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.02.
After all Events of Default have been cured or waived and the Parent Borrower has delivered to the Administrative Agent a certificate of a Responsible Officer of the Parent Borrower to that effect, the Administrative Agent shall promptly repay to
each Grantor 

  
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(without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this
Section 2.06 and that remain in such account. 
 (c) Upon the occurrence and during the continuance of an Event of Default, after the
Administrative Agent shall have notified the Grantors of the suspension of their rights under paragraph (a)(i) of this Section 2.06, all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise
pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Administrative Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Administrative
Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by the Required Lenders, the Administrative Agent shall have the right from
time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Parent Borrower has delivered to the Administrative Agent a
certificate of a Responsible Officer of the Parent Borrower to that effect, all rights vested in the Administrative Agent pursuant to this paragraph (c) shall cease, and the Grantors shall have the exclusive right to exercise the voting and
consensual rights and powers they would otherwise be entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06. 
 (d) Any
notice given by the Administrative Agent to the Grantors suspending their rights under paragraph (a) of this Section 2.06 (i) may be given by telephone if promptly confirmed in writing, (ii) may be given with respect to one or
more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) in part without suspending all such rights (as specified by the Administrative Agent in its sole
and absolute discretion) and without waiving or otherwise affecting the Administrative Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing. 

ARTICLE III 
 Security
Interests in Personal Property 
 SECTION 3.01. Security Interest. 

(a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby grants to the
Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title and interest in, to and under any and all of the
following assets now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):

 (I) all Accounts; 

(II) all Chattel Paper; 

(III) all Cash and Deposit Accounts; 

  
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 (IV) all Documents; 

(V) all Equipment; 

(VI) all General Intangibles, including all Intellectual Property; 

(VII) all Instruments; 

(VIII) all Inventory; 

(IX) all other Goods and Fixtures; 

(X) all Investment Property; 

(XI) all Letter-of-Credit Rights; 

(XII) all Commercial Tort Claims specifically described on Schedule IV hereto, as such schedule may be supplemented from
time to time pursuant to Section 3.04(d); 
 (XIII) all books and records pertaining to the Article 9 Collateral; and

 (XIV) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral
security and guarantees given by any Person with respect to any of the foregoing; 
 provided that in no event shall the Security Interest attach to
(A) any lease, license, contract or agreement to which a Grantor is a party or any of its rights or interests thereunder if, to the extent and for so long as the grant of such security interest shall constitute or result in a breach or
termination pursuant to the terms of, or a default under, any such lease, license, contract or agreement (other than to the extent that any such term would be rendered ineffective, or is otherwise unenforceable, pursuant to Sections 9-406, 9-407,
9-408 or 9-409 of the New York UCC or any other applicable Requirement of Law); provided that, to the extent severable, the Security Interest shall attach immediately to any portion of such lease, license, contract or agreement that does not
result in any such breach, termination or default, including any Proceeds of such lease, license, contract or agreement; (B) any motor vehicle or other asset covered by a certificate of title or ownership, whether now owned or hereafter
acquired, the perfection of which is excluded from the UCC in the relevant jurisdiction; (C) any asset owned by any Grantor that is subject to a Lien of the type permitted by Section 6.02(iv) of the Credit Agreement (whether or not
incurred pursuant to such Section) or a Lien permitted by Section 6.02(xi) of the Credit Agreement (other than to the extent that any such term would be rendered ineffective, or is otherwise unenforceable, pursuant to Sections 9-406, 9-407,
9-408 or 9-409 of the New York UCC or any other applicable Requirement of Law), in each case if, to the extent and for so long as the grant of a Lien thereon hereunder to secure the Secured Obligations constitutes a breach of or a default under any
agreement pursuant to which such Lien has been created; provided that the Security Interest shall attach immediately to any such asset (x) at the time the provision of such agreement containing such restriction ceases to be in effect and
(y) to the extent any such breach or default is not rendered ineffective by, or is otherwise unenforceable under, any Requirements of Law; (D) any asset owned by any Grantor with respect to which Holdings shall have provided to the
Administrative 

  
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Agent a certificate of a Financial Officer to the effect that, based on advice of outside counsel or tax advisors of national recognition, the creation of such security interest in such asset
hereunder would result in adverse tax consequences to Holdings and the Subsidiaries (other than on account of any Taxes payable in connection with filings, recordings, registrations, stampings and any similar acts in connection with the creation or
perfection of the Liens granted hereunder) that shall have been determined by Holdings to be material to Holdings and the Subsidiaries; (E) any asset owned by any Grantor if, to the extent and for so long as the grant of such security interest
in such asset shall be prohibited by any applicable Requirements of Law (other than to the extent that any such prohibition would be rendered ineffective pursuant to the New York UCC or any other applicable Requirements of Law); provided that
the Security Interest shall attach immediately to such asset at such time as such prohibition ceases to be in effect; (F) any asset owned by any Grantor that the Parent Borrower and the Administrative Agent shall have agreed in writing to
exclude from being Article 9 Collateral on account of the cost of creating a security interest in such asset hereunder (including any adverse tax consequences to Holdings and the Subsidiaries resulting therefrom) being excessive in view of the
benefits to be obtained by the Secured Parties therefrom; (G) any intent-to-use trademark applications filed in the United States Patent and Trademark Office; and (H) the Excluded Equity Interests (it being understood that, to the extent
the Security Interest shall not have attached to any such asset as a result of clauses (A) through (H) above, the term “Article 9 Collateral” shall not include any such asset). In each case to the extent a security interest
therein cannot be perfected by the filing of a financing statement under the Uniform Commercial Code or other applicable law. 
 (b) Each
Grantor hereby irrevocably authorizes the Administrative Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any
part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9
Collateral granted under this Agreement, including indicating the Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code or the
analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organizational identification number issued to
such Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the
Administrative Agent promptly upon request. 
 Each Grantor also ratifies its authorization for the Administrative Agent to file in any
relevant jurisdiction any initial financing statements or amendments thereto with respect to the Article 9 Collateral or any part thereof naming any Grantor as debtor or the Grantors as debtors and the Administrative Agent as secured party, if
filed prior to the date hereof. 
 The Administrative Agent is further authorized to file with the United States Patent and Trademark Office
or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the
Security Interest in Article 9 Collateral consisting of Patents, Trademarks or Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party. 

  
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 (c) The Security Interest and the security interest granted pursuant to Article II are
granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral. 

SECTION 3.02. Representations and Warranties. The Grantors jointly and severally represent and warrant to the Administrative Agent, for
the benefit of the Secured Parties, that: 
 (a) Each Grantor has good and valid rights in and title to the Article 9
Collateral with respect to which it has purported to grant a Security Interest hereunder, except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or as proposed to be conducted or to
utilize such properties for their intended purposes, in each case except where the failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and has full power and authority to grant to
the Administrative Agent, for the benefit of the Secured Parties, the Security Interest in such Article 9 Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the
consent or approval of any other Person other than any consent or approval that has been obtained and except to the extent that failure to obtain or make such consent or approval, as the case may be, individually or in aggregate, could not
reasonably be expected to have a Material Adverse Effect. 
 (b) The Perfection Certificate has been duly prepared, completed
and executed and the information set forth therein, including the exact legal name and jurisdiction of organization of each Grantor, is correct and complete in all material respects as of the Effective Date. The Uniform Commercial Code financing
statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations prepared by the Administrative Agent based upon the information provided to the Administrative Agent in the Perfection Certificate for
filing in each governmental, municipal or other office specified in Schedule 2 to the Perfection Certificate (or specified by notice from the Parent Borrower to the Administrative Agent after the Effective Date in the case of filings,
recordings or registrations required by Section 5.03 or 5.12 of the Credit Agreement), are all the filings, recordings and registrations (other than filings required to be made in the United States Patent and Trademark Office and the United
States Copyright Office in order to perfect the Security Interest in Article 9 Collateral consisting of United States Patents, Trademarks and Copyrights) that are necessary to establish a legal, valid and perfected security interest in favor of
the Administrative Agent, for the benefit of the Secured Parties, in respect of all Article 9 Collateral in which the Security Interest may be perfected by filing, recording or registration in the United States (or any political subdivision
thereof) and its territories and possessions, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary in any such jurisdiction, except as provided under applicable law with respect to the
filing of continuation statements (other than such actions as are necessary to perfect the Security Interest 

  
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with respect to any Article 9 Collateral consisting of registered or applied for Patents, Trademarks and Copyrights acquired or developed by a Grantor after the date hereof). The Grantors
represent and warrant that a fully executed Patent Security Agreement, Trademark Security Agreement and Copyright Security Agreement, in each case containing a description of the Article 9 Collateral consisting of United States registered Patents,
United States registered Trademarks and United States registered Copyrights (and applications for any of the foregoing), as applicable, and executed by each Grantor owning any such Article 9 Collateral, have been delivered to the Administrative
Agent for recording with the United States Patent and Trademark Office or the United States Copyright Office pursuant to 35 U.S.C. § 261, 15 U.S.C. § 1060 or 17 U.S.C. § 205 and the
regulations thereunder, as applicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction, to protect the validity of and to establish a legal, valid and perfected security interest in favor of the
Administrative Agent, for the benefit of the Secured Parties, in respect of all Article 9 Collateral consisting of Patents, Trademarks and Copyrights in which a security interest may be perfected by filing, recording or registration in the
United States (or any political subdivision thereof) and its territories and possessions, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary (other than such actions as are necessary to
perfect the Security Interest with respect to any Article 9 Collateral consisting of registered or applied for Patents, Trademarks and Copyrights acquired or developed by a Grantor after the date hereof). 

(c) The Security Interest constitutes (i) a legal and valid security interest in all the Article 9 Collateral
securing the payment and performance of the Secured Obligations, (ii) subject to the filings described in paragraph (b) of this Section 3.02, a perfected security interest in all Article 9 Collateral in which a security interest
may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the Uniform Commercial Code or other
applicable law in such jurisdictions and (iii) subject to the filings described in paragraph (b) of this Section 3.02, a security interest that shall be perfected in all Article 9 Collateral in which a security interest may be
perfected upon the receipt and recording of a Patent Security Agreement, a Trademark Security Agreement and a Copyright Security Agreement with the United States Patent and Trademark Office and the United States Copyright Office, as applicable,
within the three-month period after the date hereof pursuant to 35 U.S.C. § 261 or 15 U.S.C. § 1060 or the one-month period after the date hereof pursuant to 17 U.S.C.
§ 205. The Security Interest is and shall be prior to any other Lien on any of the Article 9 Collateral, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement. 

(d) The Article 9 Collateral is owned by the Grantors free and clear of any Lien, except for Liens expressly permitted
pursuant to Section 6.02 of the Credit Agreement. None of the Grantors has filed or consented to the filing of (i) any financing statement or analogous document under the Uniform Commercial Code or any other applicable laws covering any
Article 9 Collateral, (ii) any assignment in which any Grantor assigns any Article 9 Collateral or any security agreement or similar instrument covering any Article 9 Collateral with the United States Patent and Trademark Office or
the United States Copyright Office or (iii) any assignment in which any Grantor assigns any Article 9 

  
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Collateral or any security agreement or similar instrument covering any Article 9 Collateral with any foreign governmental, municipal or other office, which financing statement or analogous
document, assignment, security agreement or similar instrument is still in effect, except, in each case, for Liens expressly permitted pursuant to Section 6.02 of the Credit Agreement. 

SECTION 3.03. Covenants. 

(a) Each Grantor shall, at its own expense, take any and all commercially reasonable actions necessary to defend title to the Article 9
Collateral against all Persons, except with respect to Article 9 Collateral that such Grantor determines in its reasonable business judgment is no longer necessary or beneficial to the conduct of such Grantor’s business, and to defend the
Security Interest of the Administrative Agent in the Article 9 Collateral and the priority thereof against any Lien not permitted pursuant to Section 6.02 of the Credit Agreement, subject to the rights of such Grantor under
Section 9.15 of the Credit Agreement and corresponding provisions of the Security Documents to obtain a release of the Liens created under the Security Documents. 

(b) Each Grantor agrees, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and
documents and take all such actions as the Administrative Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest and the rights and remedies created hereby, including the payment of any
fees and Taxes required in connection with the execution and delivery of this Agreement, the granting of the Security Interest and the filing of any financing statements (including fixture filings) or other documents in connection herewith or
therewith. If any amount payable under or in connection with any of the Article 9 Collateral shall be or become evidenced by any promissory note (which may be a global note) or other instrument (other than any promissory note or other
instrument in an aggregate principal amount of less than $5,000,000 owed to the applicable Grantor by any Person), such note or instrument shall be promptly pledged and delivered to the Administrative Agent, for the benefit of the Secured Parties,
together with an undated instrument of transfer duly executed in blank and in a manner reasonably satisfactory to the Administrative Agent. 

Without limiting the generality of the foregoing, each Grantor hereby authorizes the Administrative Agent, with prompt written notice thereof
to the Grantors, to supplement this Agreement by supplementing Schedule III or adding additional schedules hereto to identify specifically any asset or item that may constitute an application or registration for any Copyright, Patent or
Trademark; provided that any Grantor shall have the right, exercisable within 10 days (or such longer period as shall be agreed by the Parent Borrower and the Administrative Agent) after it has been notified in writing by the
Administrative Agent of the specific identification of such Collateral, to advise the Administrative Agent in writing of any inaccuracy (i) with respect to such supplement or additional schedule or (ii) of the representations and
warranties made by such Grantor hereunder with respect to such Collateral. Each Grantor agrees that, at the reasonable request of the Administrative Agent, it will use commercially reasonable efforts to take such action as shall be reasonably
necessary in order that all representations and warranties hereunder shall be true and correct with respect to such Collateral within 10 days (or such longer period as shall be agreed by the Parent Borrower and the Administrative Agent) after
the date it has been notified in writing by the Administrative Agent of the specific identification of such Collateral. 

  
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 (c) At its option, the Administrative Agent may discharge past due taxes, assessments, charges,
fees, Liens, security interests or other encumbrances at any time levied or placed on the Article 9 Collateral and not permitted pursuant to Section 6.02 of the Credit Agreement, and may pay for the maintenance and preservation of the
Article 9 Collateral to the extent any Grantor fails to do so as required by the Credit Agreement, this Agreement or any other Loan Document and within a reasonable period of time after the Administrative Agent has requested that it do so, and
each Grantor jointly and severally agrees to reimburse the Administrative Agent, within 10 days after demand, for any reasonable payment made or any reasonable expense incurred by the Administrative Agent pursuant to the foregoing authorization;
provided that nothing in this paragraph shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Administrative Agent or any Secured Party to cure or perform, any covenants or other promises of
any Grantor with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Loan Documents. 

(d) Each Grantor shall remain liable, as between such Grantor and the relevant counterparty under each contract, agreement or instrument
relating to the Article 9 Collateral, to observe and perform all the conditions and obligations to be observed and performed by it under such contract, agreement or instrument, all in accordance with the terms and conditions thereof, and each
Grantor jointly and severally agrees to indemnify and hold harmless the Administrative Agent and the other Secured Parties from and against any and all liability for such performance. 

(e) It is understood that no Grantor shall be required by this Agreement to perfect the security interests created hereunder by any means
other than (i) filings pursuant to the Uniform Commercial Code, (ii) filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) in respect of registered Intellectual Property
(provided that, with respect to Licenses, such filings shall be limited to exclusive Copyright Licenses under which such Grantor is a licensee) and (iii) in the case of Collateral that constitutes Tangible Chattel Paper, Pledged
Securities, Instruments, Certificated Securities or Negotiable Documents, delivery thereof to the Administrative Agent in accordance with the terms hereof (together with, where applicable, undated stock or note powers or other undated proper
instruments of assignment). No Grantor shall be required to deliver control agreements with respect to Deposit Accounts and other bank or securities accounts. 

(f) Each Grantor irrevocably makes, constitutes and appoints the Administrative Agent (and all officers, employees or agents designated by the
Administrative Agent) as such Grantor’s true and lawful agent (and attorney-in-fact) for the purpose, upon the occurrence and during the continuance of an Event of
Default and after notice to the Parent Borrower of its intent to exercise such rights, of making, settling and adjusting claims in respect of Article 9 Collateral under policies of insurance, endorsing the name of such Grantor on any check,
draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto. In the event that any Grantor at any time or times shall fail to obtain or maintain any
of the policies of insurance required hereby or to pay any premium in whole or part relating thereto, the Administrative Agent may, without waiving or 

  
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releasing any obligation or liability of the Grantors hereunder or any Default or Event of Default, in its sole discretion, obtain and maintain such policies of insurance and pay such premium and
take any other actions with respect thereto as the Administrative Agent reasonably deems advisable. All sums disbursed by the Administrative Agent in connection with this paragraph, including reasonable out-of-pocket attorneys’ fees, court
costs, expenses and other charges relating thereto, shall be payable, within 10 days of demand, by the Grantors to the Administrative Agent and shall be additional Secured Obligations secured hereby. 

SECTION 3.04. Other Actions. In order to further insure the attachment, perfection and priority of, and the ability of the
Administrative Agent to enforce, the Security Interest, each Grantor agrees, in each case at such Grantor’s own expense, to take the following actions with respect to the following Article 9 Collateral: 

(a) Instruments. If any Grantor shall at any time hold or acquire any Instruments constituting Collateral (other than
Instruments with a face amount of less than $5,000,000 and other than checks to be deposited in the ordinary course of business), such Grantor shall promptly endorse, assign and deliver the same to the Administrative Agent, accompanied by such
undated instruments of transfer or assignment duly executed in blank as the Administrative Agent may from time to time reasonably request. 

(b) Investment Property. Except to the extent otherwise provided in Article II, if any Grantor shall at any time
hold or acquire any certificated securities, such Grantor shall forthwith endorse, assign and deliver the same to the Administrative Agent, accompanied by such undated instruments of transfer or assignment duly executed in blank as the
Administrative Agent may from time to time reasonably request. 
 (c) Letter-of-Credit Rights. If any Grantor is at
any time a beneficiary under a letter of credit with an aggregate face amount in excess of $5,000,000 now or hereafter issued in favor of such Grantor that is not a Supporting Obligation with respect to any of the Collateral, such Grantor shall
promptly notify the Administrative Agent thereof and, at the request and option of the Administrative Agent, such Grantor shall, pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent, either (i) use
commercially reasonable efforts to arrange for the issuer and any confirmer of such letter of credit to consent to an assignment to the Administrative Agent of the proceeds of any drawing under such letter of credit or (ii) use commercially
reasonable efforts to arrange for the Administrative Agent to become the transferee beneficiary of such letter of credit, with the Administrative Agent agreeing, in each case, that the proceeds of any drawing under such letter of credit are to be
paid to the applicable Grantor unless an Event of Default has occurred and is continuing. 
 (d) Commercial Tort
Claims. If any Grantor shall at any time hold or acquire a Commercial Tort Claim in an amount reasonably estimated to exceed $5,000,000, such Grantor shall promptly notify the Administrative Agent thereof in a writing signed by such Grantor,
including a summary description of such claim, and Schedule IV shall be deemed to be supplemented to include such description of such commercial tort claim as set forth in such writing. 

  
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 SECTION 3.05. Covenants Regarding Patent, Trademark and Copyright Collateral. 

(a) Except to the extent failure so to act could not reasonably be expected to have a Material Adverse Effect of the type referred to in
clause (a) or (b) of the definition of such term in the Credit Agreement, with respect to registration or pending application of each item of its Intellectual Property for which such Grantor has standing to do so, each Grantor agrees
(i) to maintain the validity and enforceability of any registered Intellectual Property (or applications therefor) and to maintain such registrations and applications of Intellectual Property in full force and effect and (ii) to pursue the
registration and maintenance of each Patent, Trademark or Copyright registration or application, now or hereafter included in the Intellectual Property of such Grantor, including the payment of required fees and taxes, the filing of responses to
office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark
Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and
misappropriation proceedings. 
 (b) Except as could not reasonably be expected to have a Material Adverse Effect of the type referred to in
clause (a) or (b) of the definition of such term in the Credit Agreement, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property may lapse, be terminated, or become invalid or
unenforceable or placed in the public domain (or in case of a trade secret, lose its competitive value). 
 (c) Except where failure to do
so could not reasonably be expected to have a Material Adverse Effect of the type referred to in clause (a) or (b) of the definition of such term in the Credit Agreement, each Grantor shall take all steps to preserve and protect each item
of its Intellectual Property, including maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking
all steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to the standards of quality. 

(d) Each Grantor agrees that, should it obtain an ownership or other interest in any Intellectual Property after the Effective Date,
(i) the provisions of this Agreement shall automatically apply thereto and (ii) any such Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become Intellectual Property subject to the
terms and conditions of this Agreement . 
 (e) Nothing in this Agreement shall prevent any Grantor from disposing of, discontinuing the use
or maintenance of, failing to pursue or otherwise allowing to lapse, terminate or put into the public domain any of its Intellectual Property to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business
judgment that such discontinuance is desirable in the conduct of its business. 

  
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 ARTICLE IV 

Remedies 
 SECTION 4.01.
Remedies upon Default. Upon the occurrence and during the continuance of an Event of Default, each Grantor agrees to deliver, on demand, each item of Collateral to the Administrative Agent or any Person designated by the Administrative Agent,
and it is agreed that the Administrative Agent shall have the right to take any of or all the following actions at the same or different times: (a) with respect to any Article 9 Collateral consisting of Intellectual Property, on demand, to
cause the Security Interest to become an assignment, transfer and conveyance of any of or all such Article 9 Collateral by the applicable Grantors to the Administrative Agent, for the benefit of the Secured Parties, or to license or sublicense,
whether on an exclusive or nonexclusive basis, any such Article 9 Collateral throughout the world on such terms and conditions and in such manner as the Administrative Agent shall determine (other than in violation of any then-existing licensing arrangements to the extent that waivers cannot be obtained), and (b) with or without legal process and with or without demand for performance but with notice (which need not be prior
notice), to take possession of the Article 9 Collateral and the Pledged Collateral and without liability for trespass to enter any premises where the Article 9 Collateral or the Pledged Collateral may be located for the purpose of taking possession
of or removing the Article 9 Collateral and the Pledged Collateral and, generally, to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the
foregoing, each Grantor agrees that the Administrative Agent shall have the right, subject to the mandatory requirements of applicable law and the notice requirements described below, to sell or otherwise dispose of all or any part of the Collateral
at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Administrative Agent shall deem appropriate. The Administrative Agent shall be authorized at any such sale
of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the
distribution or sale thereof, and upon consummation of any such sale the Administrative Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any sale of
Collateral shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal that such Grantor now has or may
at any time in the future have under any rule of law or statute now existing or hereafter enacted. 
 The Administrative Agent shall give
the applicable Grantors no less than 10 days’ written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its equivalent in
other jurisdictions) of the Administrative Agent’s intention to make any sale of Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a
securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time
or times within ordinary business hours and at such place or places as the Administrative Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an


  
 E-20 









 
entirety or in separate parcels, as the Administrative Agent may (in its sole and absolute discretion) determine. The Administrative Agent shall not be obligated to make any sale of any
Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to
be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral
is made on credit or for future delivery, the Collateral so sold may be retained by the Administrative Agent until the sale price is paid by the purchaser or purchasers thereof, but the Administrative Agent and the other Secured Parties shall not
incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by
law, private) sale made pursuant to this Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all said rights being also
hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured Party from any Grantor as a credit
against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. For purposes hereof, a written agreement to purchase
the Collateral or any portion thereof shall be treated as a sale thereof; the Administrative Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion
thereof subject thereto, notwithstanding the fact that after the Administrative Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations paid in full. As an alternative to exercising
the power of sale herein conferred upon it, the Administrative Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or
courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.01 shall be deemed to conform to the commercially
reasonable standards as provided in Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions. 

SECTION 4.02. Application of Proceeds. The Administrative Agent shall apply the proceeds of any collection or sale of Collateral,
including any Collateral consisting of cash, as follows: 
 FIRST, to the payment of all costs and expenses incurred by the
Administrative Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Loan Document or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal
counsel, the repayment of all advances made by the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or
under any other Loan Document; 
 SECOND, to the payment in full of the Revolving Obligations (the amounts so applied to be
distributed among the Revolving Secured Parties pro rata in accordance with the amounts of the Revolving Obligations owed to them on the date of any such distribution); and 

  
 E-21 









 THIRD, to the payment in full of the Non-Revolving Obligations (the amounts so
applied to be distributed among the Non-Revolving Secured Parties pro rata in accordance with the amounts of the Non-Revolving Obligations owed to them on the date of any such distribution); and 

FOURTH, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. 

The Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this
Agreement. Upon any sale of Collateral by the Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Administrative Agent or of the officer making the sale shall be a
sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrative Agent or such officer
or be answerable in any way for the misapplication thereof. 
 SECTION 4.03. Grant of License to Use Intellectual Property. For the
purpose of enabling the Administrative Agent to exercise rights and remedies under this Agreement, each Grantor shall, upon request by the Administrative Agent solely during the continuance of an Event of Default, grant to the Administrative Agent
an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such
Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout
thereof to the extent that such non-exclusive license (a) does not violate the express terms of any agreement between a Grantor and a third party governing the applicable Grantor’s use of such Collateral consisting of Intellectual
Property, or gives such third party any right of acceleration, modification or cancellation therein and (b) is not prohibited by any Requirements of Law; provided that such licenses to be granted hereunder with respect to Trademarks
shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Administrative Agent may be
exercised, at the option of the Administrative Agent, during the continuation of an Event of Default; provided further that any license, sublicense or other transaction entered into by the Administrative Agent in accordance herewith
shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default. 
 SECTION 4.04. Securities Act. In
view of the position of the Grantors in relation to the Pledged Collateral, or because of other current or future circumstances, a question may arise under the Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter
enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the “Federal Securities Laws”) with respect to any disposition of the Pledged Collateral permitted hereunder.
Each Grantor understands that compliance with 

  
 E-22 









 
the Federal Securities Laws might very strictly limit the course of conduct of the Administrative Agent if the Administrative Agent were to attempt to dispose of all or any part of the Pledged
Collateral, and might also limit the extent to which or the manner in which any subsequent transferee of any Pledged Collateral could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Administrative
Agent in any attempt to dispose of all or part of the Pledged Collateral under applicable blue sky or other state securities laws or similar laws analogous in purpose or effect. Each Grantor recognizes that in light of such restrictions and
limitations the Administrative Agent may, with respect to any sale of the Pledged Collateral, limit the purchasers to those who will agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a
view to the distribution or resale thereof. Each Grantor acknowledges and agrees that in light of such restrictions and limitations, the Administrative Agent, in its sole and absolute discretion, (a) may proceed to make such a sale whether or
not a registration statement for the purpose of registering such Pledged Collateral or part thereof shall have been filed under the Federal Securities Laws to the extent the Administrative Agent has determined that such a registration is not
required by any Requirement of Law and (b) may approach and negotiate with a limited number of potential purchasers (including a single potential purchaser) to effect such sale. Each Grantor acknowledges and agrees that any such sale might
result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions. In the event of any such sale, the Administrative Agent and the other Secured Parties shall incur no responsibility or
liability for selling all or any part of the Pledged Collateral at a price that the Administrative Agent, in its sole and absolute discretion, may in good faith deem reasonable under the circumstances, notwithstanding the possibility that a
substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if more than a limited number of purchasers (or a single purchaser) were approached. The provisions of this Section 4.04 will
apply notwithstanding the existence of a public or private market upon which the quotations or sales prices may exceed substantially the price at which the Administrative Agent sells. 

ARTICLE V 
 Miscellaneous

 SECTION 5.01. Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in
writing and given as provided in Section 9.01 of the Credit Agreement. All communications and notices hereunder to any Grantor shall be given to it in care of Holdings as provided in Section 9.01 of the Credit Agreement. 

SECTION 5.02. Waivers; Amendment. 

(a) No failure or delay by the Administrative Agent, any Issuing Bank or any Lender in exercising any right or power hereunder or under any
other Loan Document shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof
or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they
would otherwise have. No waiver of any provision of this Agreement or consent to any departure by 

  
 E-23 









 
any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.02, and then such waiver or consent shall be effective
only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the
Administrative Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or
other circumstances. 
 (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an
agreement or agreements in writing entered into by the Administrative Agent and the Grantor or Grantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 of
the Credit Agreement; provided that the Administrative Agent may, without the consent of any Secured Party, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent
with the authority of the Administrative Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the Credit Agreement. 

SECTION 5.03. Administrative Agent’s Fees and Expenses; Indemnification. 

(a) Each Grantor, jointly with the other Grantors and severally, agrees to reimburse the Administrative Agent for its fees and expenses
incurred hereunder as provided in Section 9.03(a) of the Credit Agreement; provided that each reference therein to the “Parent Borrower” shall be deemed to be a reference to “each Grantor”. 

(b) Without limitation of its indemnification obligations under the other Loan Documents, each Grantor, jointly with the other Grantors and
severally, agrees to indemnify the Administrative Agent and the other Indemnitees against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements
of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee by any third party or by Holdings or any Subsidiary arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or
any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether brought by a third party or by Holdings or any Subsidiary and regardless of whether any Indemnitee is a party thereto; provided
that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final, non-appealable judgment to have resulted
from the gross negligence or wilful misconduct of, or a breach of the Loan Documents by, such Indemnitee or its Related Parties. 
 (c) To
the fullest extent permitted by applicable law, no Grantor shall assert, and each Grantor hereby waives, any claim against any Indemnitee (i) for any damages arising from the use by others of information or other materials obtained through
telecommunications, electronic or other information transmission systems (including the Internet), provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such damages are determined by a court of
competent jurisdiction by final, non-appealable judgment to have resulted 

  
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from the gross negligence or wilful misconduct of, or a breach of the Loan Documents by, such Indemnitee or its Related Parties, or (ii) on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, any Loan Document or any agreement or instrument contemplated thereby, the Transactions, any Loan or Letter of Credit
or the use of the proceeds thereof. 
 (d) The provisions of this Section 5.03 shall remain operative and in full force and effect
regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby or thereby, the repayment of any of the Secured Obligations, the invalidity or unenforceability of any term or
provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of any Secured Party. All amounts due under this Section shall be payable not later than 10 Business Days after written demand therefor;
provided, however, any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to
such payment pursuant to this Section 5.03. Any such amounts payable as provided hereunder shall be additional Secured Obligations. 

SECTION 5.04. Successors and Assigns. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be
deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Grantor or the Administrative Agent that are contained in this Agreement shall bind and inure to the benefit of
their respective successors and assigns. 
 SECTION 5.05. Survival of Agreement. All covenants, agreements, representations and
warranties made by the Loan Parties in this Agreement or any other Loan Document and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been
relied upon by the Secured Parties and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by or on behalf of any Secured Party and
notwithstanding that the Administrative Agent, any Issuing Bank, any Lender or any other Secured Party may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit
Agreement or any other Loan Document, and shall continue in full force and effect until such time as (a) all the Loan Document Obligations (including LC Disbursements, if any, but excluding contingent obligations as to which no claim has been
made) have been paid in full in cash, (b) all Commitments have terminated or expired and (c) the LC Exposure has been reduced to zero (including as a result of obtaining the consent of the applicable Issuing Bank as described in
Section 9.05 of the Credit Agreement) and the Issuing Banks have no further obligation to issue or amend Letters of Credit under the Credit Agreement. 

SECTION 5.06. Counterparts; Effectiveness; Several Agreement. This Agreement may be executed in counterparts (and by different parties
hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile or other electronic
transmission shall be effective as delivery of a manually signed counterpart of this Agreement. This Agreement shall become effective as to any Grantor when a counterpart hereof 

  
 E-25 









 
executed on behalf of such Grantor shall have been delivered to the Administrative Agent and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter
shall be binding upon such Grantor and the Administrative Agent and their respective permitted successors and assigns, and shall inure to the benefit of such Grantor, the Administrative Agent and the other Secured Parties and their respective
successors and assigns, except that no Grantor shall have the right to assign or transfer its rights or obligations hereunder or any interest herein (and any such assignment or transfer shall be void) except as expressly provided in this Agreement
and the Credit Agreement. This Agreement shall be construed as a separate agreement with respect to each Grantor and may be amended, modified, supplemented, waived or released with respect to any Grantor without the approval of any other Grantor and
without affecting the obligations of any other Grantor hereunder. 
 SECTION 5.07. Severability. Any provision of this Agreement held
to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining
provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations
to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of such invalid, illegal or unenforceable provisions. 

SECTION 5.08. Right of Set-Off. If an Event of Default under Sections 7.01(a), (b), (h) or (i) of the Credit Agreement shall
have occurred and be continuing, each Lender, each Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, such Issuing Bank or any such Affiliate to or for the credit or the
account of any Grantor against any of and all the obligations of such Grantor then due and owing under this Agreement held by such Lender or such Issuing Bank, irrespective of whether or not such Lender or such Issuing Bank shall have made any
demand under this Agreement and although such obligations are owed to a branch or office of such Lender or such Issuing Bank different from the branch or office holding such deposit or obligated on such Indebtedness. The applicable Lender and
Issuing Bank shall notify the applicable Grantor and the Administrative Agent of such setoff and application; provided that any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and
application under this Section 5.08. The rights of each Lender, each Issuing Bank and their respective Affiliates under this Section 5.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender,
such Issuing Bank and their respective Affiliates may have. 
 SECTION 5.09. Governing Law; Jurisdiction; Consent to Service of Process;
Appointment of Service of Process Agent. 
 (a) This Agreement shall be construed in accordance with and governed by the law of the
State of New York. 

  
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 (b) Each Grantor hereby irrevocably and unconditionally submits, for itself and its property, to
the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard
and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding
relating to this Agreement against any Grantor or its respective properties in the courts of any jurisdiction. 
 (c) Each Grantor hereby
irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement
in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any
such court. 
 (d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in
Section 5.01. Nothing in any Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law. 

(e) Each Grantor hereby irrevocably designates, appoints and empowers the Parent Borrower as its designee, appointee and agent to receive,
accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any such action or proceeding. 

SECTION 5.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.10. 

SECTION 5.11. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are
not part of this Agreement and shall not affect the construction of, or to be taken into consideration in interpreting, this Agreement. 

  
 E-27 









 SECTION 5.12. Security Interest Absolute. All rights of the Administrative Agent
hereunder, the Security Interest, the grant of a security interest in the Pledged Collateral and all obligations of each Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the
Credit Agreement, any other Loan Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any
other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument, (c) any exchange, release or
non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee securing or guaranteeing all or any of the Secured Obligations or (d) any other circumstance that might
otherwise constitute a defense available to, or a discharge of, any Grantor in respect of the Secured Obligations or this Agreement. 

SECTION 5.13. Termination or Release. 

(a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate when (i) all the Loan Document
Obligations (including all LC Disbursements, if any, but excluding contingent obligations as to which no claim has been made) have been paid in full in cash, (ii) all Commitments have terminated or expired and (iii) the LC Exposure has
been reduced to zero (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05 of the Credit Agreement) and the Issuing Banks have no further obligation to issue or amend Letters of Credit under
the Credit Agreement. 
 (b) The Security Interest and all other security interests granted hereby shall also terminate and be released at
the time or times and in the manner set forth in Section 9.15 of the Credit Agreement. A Subsidiary Loan party shall also be released from its obligations under this Agreement at the time or times and in the manner set forth in
Section 9.15 of the Credit Agreement. 
 (c) In connection with any termination or release pursuant to paragraph (a) or
(b) of this Section, the Administrative Agent shall execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and
delivery of documents by the Administrative Agent pursuant to this Section shall be without recourse to or warranty by the Administrative Agent. 

SECTION 5.14. Additional Subsidiaries. Pursuant to the Credit Agreement, additional Subsidiaries may or may be required to become
Grantors after the date hereof. Upon execution and delivery by the Administrative Agent and a Subsidiary of a Supplement, any such Subsidiary shall become a Grantor hereunder with the same force and effect as if originally named as such herein. The
execution and delivery of any such instrument shall not require the consent of any other Grantor hereunder. The rights and obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the addition of any Subsidiary as
a party to this Agreement. 

  
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 SECTION 5.15. Administrative Agent Appointed Attorney-in-Fact. Each Grantor hereby
appoints the Administrative Agent the attorney-in-fact of such Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Administrative Agent may deem necessary or advisable
to accomplish the purposes hereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Administrative Agent shall
have the right, but only upon the occurrence and during the continuance of an Event of Default and notice by the Administrative Agent to the Parent Borrower of its intent to exercise such rights, with full power of substitution either in the
Administrative Agent’s name or in the name of such Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part
thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or bill of lading relating to any of the Collateral;
(d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on
all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to
require any Grantor to notify, Account Debtors to make payment directly to the Administrative Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to
do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Administrative Agent were the absolute owner of the Collateral for all purposes; provided that nothing herein contained shall
be construed as requiring or obligating the Administrative Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent, or to present or file any claim or notice, or to take
any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Administrative Agent and the other Secured Parties shall be accountable only for amounts
actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own
gross negligence or wilful misconduct or that of any of their Affiliates, directors, officers, employees, counsel, agents or attorneys-in-fact. 

SECTION 5.16. Separate Grants of Security and Separate Classification. The Borrowers and all other Grantors, the Administrative Agent
and the Secured Parties agree and acknowledge that (i) the grants of Liens to the Revolving Secured Parties on the one hand, and the Non-Revolving Secured Parties on the other hand, pursuant to this Agreement constitute two separate and
distinct grants of Liens and (ii) because of, among other things, their differing respective rights in the Pledged Collateral or all other collateral, the Non-Revolving Obligations are fundamentally different from the Revolving Obligations and
must be separately classified in any plan of reorganization proposed or adopted in any Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the
claims of the Revolving Secured Parties and Non-Revolving Secured Parties in respect of the Pledged Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Revolving Secured Parties
shall be entitled to receive, in addition to amounts distributed to them from, or in respect of, the Pledged Collateral in 

  
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respect of principal, pre-petition interest, and other claims, all amounts owing in respect of post-petition interest, fees, costs, expenses, premiums, and other charges, irrespective of whether
a claim for such amounts is allowed or allowable in such Insolvency or Liquidation Proceeding, before any distribution from, or in respect of, any Pledged Collateral is made in respect of the claims held by the Non-Revolving Secured Parties), with
the Non-Revolving Secured Parties’ hereby acknowledging and agreeing to hold in trust and promptly transfer to the Revolving Secured Parties amounts otherwise received or receivable by them from, on account of or relating to the Pledged
Collateral to the extent necessary to effectuate the intent of this sentence, even if such transfer has the effect of reducing the claim or recovery of the Non-Revolving Secured Parties. Each Non-Revolving Secured Party (whether in the capacity of a
secured creditor or an unsecured creditor) shall not propose, vote in favor of, or otherwise directly or indirectly support any plan of reorganization that is inconsistent with the priorities or other provisions of this Agreement, other than with
the prior written consent of the Administrative Agent or to the extent any such plan is proposed or supported by the number of Revolving Secured Parties required under Section 1126(d) of the Bankruptcy Code. This Agreement, which the parties
hereto acknowledge shall constitute a “subordination agreement” for the purposes of Section 510(a) of the Bankruptcy Code, shall be applicable prior to and after the commencement of any proceeding under any Debtor Relief Law. 

[Signature Pages Follow] 

  
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 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year
first above written. 
  

			
	 SMART MODULAR TECHNOLOGIES, INC.,

as Co-Borrower and Grantor

		
	By:	 	 /s/ Iain MacKenzie

		 	Name: Iain MacKenzie
		 	Title: Director, CEO, President



  

[COLLATERAL AGREEMENT SIGNATURE PAGE] 










			
	SMART MODULAR TECHNOLOGIES (DE), INC., as a Grantor
		
	By:	 	 /s/ Iain MacKenzie

		 	Name: Iain MacKenzie
		 	Title: Director, CEO, President



  

[COLLATERAL AGREEMENT SIGNATURE PAGE] 










			
	CONXTRA, INC., as a Grantor,
		
	By:	 	 /s/ Iain MacKenzie

		 	Name: Iain MacKenzie
		 	Title: Director, CEO



  

[COLLATERAL AGREEMENT SIGNATURE PAGE] 









 
			
	 JPMORGAN CHASE BANK, N.A.,
 as
Administrative Agent,

		
	By:	 	 /s/ Goh Siew Tan

		 	Name: Goh Siew Tan
		 	Title: Vice President



  

[COLLATERAL AGREEMENT SIGNATURE PAGE] 









 Schedule I to the 

Collateral Agreement 
 GRANTORS 

 

			
	 Name
	 	 Jurisdiction of Formation

	ConXtra, Inc.	 	California
		
	SMART Modular Technologies (DE), Inc.	 	Delaware
		
	SMART Modular Technologies, Inc.	 	California









 Schedule II to the 

Collateral Agreement 
 PLEDGED
EQUITY INTERESTS 
  

											
	 Grantor
	  	 Issuer
	  	Number of
Certificate	  	Number and
Class of
Equity Interests	  	Percentage
of Equity Interests	 
	 SMART Modular Technologies (DE), Inc.
	  	 SMART Modular Technologies, Inc.
	  	4	  	1,000 Common	  	 	100	% 
					
	 SMART Modular Technologies, Inc.
	  	 ConXtra, Inc.
	  	Uncertificated	  	2,200,000 Common	  	 	100	% 
					
	 SMART Modular Technologies, Inc.
	  	 SMART Modular Technologies GmbH
	  	Uncertificated	  	50,000 Common	  	 	100	% 

 PLEDGED DEBT SECURITIES 
  

																	
	 Grantor
	  	 Issuer
	 	  	 Principal

Amount
	 	  	 Date of Note
	 	  	 Maturity Date
	 
	 None.
	  				  				  				  			
		  				  				  				  			
		  				  				  				  			









 Schedule III to the 

Collateral Agreement 
 COPYRIGHTS OWNED BY CONXTRA
INC. 
 None. 








 Schedule III to the 

Collateral Agreement 
 COPYRIGHTS OWNED BY SMART
MODULAR TECHNOLOGIES (DE), INC. 
 None. 








 Schedule III to the 

Collateral Agreement 
 COPYRIGHTS OWNED BY SMART
MODULAR TECHNOLOGIES, INC. 
 None. 








 Schedule III to the 

Collateral Agreement 
 LICENSES 

I. Licenses/Sublicenses of ConXtra Inc. as Licensor on Date Hereof 

A. Copyrights 
 None. 

B. Patents 
 None. 

C. Trademarks 
 None. 

D. Others 
 None. 








 Schedule III to the 

Collateral Agreement 
 II. Licensees/Sublicenses
of SMART Modular Technologies (DE), Inc. as Licensee on Date Hereof 
 A. Copyrights 

None. 
 B. Patents 

None. 
 C. Trademarks 

None. 
 D. Others 

None. 








 Schedule III to the         

Collateral Agreement 
 LICENSES 

III. Licenses/Sublicenses of SMART Modular Technologies, Inc. as Licensor on Date Hereof 

A. Copyrights 
 None. 

B. Patents 
 Licenses granted pursuant to the Global
IP License Agreement, dated August [●], 2011 by and between SMART Storage Systems (AZ), Inc., SMART Storage Systems, LLC, SMART Modular Technologies Sdn. Bhd. and SMART Modular Technologies, Inc. 

C. Trademarks 
 None. 

D. Others 
 None. 








 Schedule III to the 

Collateral Agreement 
 PATENTS OWNED BY CONXTRA
INC. 
 Patent Registrations 
 None. 

Patent Applications 
 None. 








 Schedule III to the 

Collateral Agreement 
 PATENTS OWNED BY SMART
MODULAR TECHNOLOGIES (DE), INC. 
 Patent Registrations 

None. 
 Patent Applications 

None. 








 Schedule III to the 

Collateral Agreement 
 PATENTS OWNED BY SMART
MODULAR TECHNOLOGIES, INC. 
 Patent Registrations 
  

					
	 Country
	  	 Issue Date
	  	 Patent No.

	 USA
	  	3/18/97	  	5,613,094
	 USA
	  	1/6/98	  	5,706,239
	 USA
	  	3/24/09	  	7,509,545
	 USA
	  	6/30/09	  	7,555,582
	 USA
	  	11/24/09	  	7,623,355
	 USA
	  	2/9/10	  	7,660,911 B2
	 USA
	  	5/25/10	  	7,724,604 B2
	 USA
	  	5/3/11	  	7,937,641
	 USA
	  	6/7/2011	  	7,956,450

 Patent Applications 
  

					
	 Country
	  	Filing Date	  	Patent Application No.
	 BRAZIL
	  	11/9/06	  	PI 0605071-9
	 USA
	  	1/5/04	  	10/752,151
	 USA
	  	5/13/09	  	12/465,560
	 USA
	  	7/2/09	  	12/497,484
	 USA
	  	4/29/10	  	12/770,576
	 USA
	  	4/29/10	  	12/770,610
	 USA
	  	9/8/10	  	12/878,008
	 USA
	  	6/29/06	  	12/902,073
	 USA
	  	8/11/11	  	13/207,503









 Schedule III to the 

Collateral Agreement 
 TRADEMARK/TRADE NAMES OWNED
BY CONXTRA INC. 
 Trademark Registrations 
 None. 

Trademark Applications 
 None. 

Trade Names 
 None. 








 Schedule III to the 

Collateral Agreement 
 TRADEMARK/TRADE NAMES OWNED
BY SMART MODULAR TECHNOLOGIES (DE), INC. 
 Trademark Registrations 

None. 
 Trademark Applications 

None. 
 Trade Names 

None. 








 Schedule III to the 

Collateral Agreement 
 TRADEMARK/TRADE NAMES OWNED
BY SMART MODULAR TECHNOLOGIES, INC. 
 Trademark Registrations 
  

							
	 Country
	  	 Mark
	  	 Reg. Date
	  	 Reg. No.

	 USA
	  	SMART Modular Technologies	  	12/16/97	  	2121371
	 USA
	  	M-HUB	  	3/29/05	  	2936255
	 USA
	  	SAFE STOR	  	3/4/11	  	85258328
	 BRAZIL
	  	“DEVICE”	  	7/16/04	  	826509452
	 BRAZIL
	  	“DEVICE”	  	7/16/04	  	826509487
	 BRAZIL
	  	“DEVICE”	  	7/16/04	  	826509517
	 BRAZIL
	  	“DEVICE”	  	11/7/06	  	828837597
	 BRAZIL
	  	“MEMORY WAY”	  	11/7/06	  	828837589
	 BRAZIL
	  	“XCEEDEC”	  	8/15/06	  	828649324
	 BRAZIL
	  	“XCEEDPC”	  	8/15/06	  	828649359

 Trademark Applications 
  

							
	 Country
	 	 Mark
	  	 Application Date
	  	 Application No.

	 BRAZIL
	 	“SMART MODULAR TECHNOLOGIES”	  	11/28/02	  	825073324
	 BRAZIL
	 	“SMART MODULAR TECHNOLOGIES”	  	11/28/02	  	825073332
	 BRAZIL
	 	“SMART MODULAR TECHNOLOGIES”	  	11/28/02	  	825073367
	 BRAZIL
	 	“SMART MODULAR TECHNOLOGIES”	  	11/28/02	  	825073375
	 BRAZIL
	 	“SMART MODULAR TECHNOLOGIES”	  	7/16/04	  	826509444
	 BRAZIL
	 	“SMART MODULAR TECHNOLOGIES”	  	7/16/04	  	826509479
	 BRAZIL
	 	“SMART MODULAR TECHNOLOGIES”	  	7/16/04	  	826509509
	 BRAZIL
	 	“XCEEDEC”	  	8/15/06	  	828649308
	 BRAZIL
	 	“XCEEDEC”	  	8/15/06	  	828649316
	 BRAZIL
	 	“XCEEDNP”	  	8/15/06	  	828649278
	 BRAZIL
	 	“XCEEDNP”	  	8/15/06	  	828649286
	 BRAZIL
	 	“XCEEDPC”	  	8/15/06	  	828649332
	 BRAZIL
	 	“XCEEDPC”	  	8/15/06	  	828649340

 Trade Names 
  

					
	 Country(s) Where Used
	  	 Trade Names
	 
	 None.
	  			









 Schedule IV to the 

Collateral Agreement 
 COMMERCIAL
TORT CLAIMS 
 None. 

  
 -2- 









 Exhibit I to the 

Collateral Agreement 

SUPPLEMENT NO.      dated as of [            ]
(this “Supplement”), to the Collateral Agreement dated as of August 26, 2011 (the “Collateral Agreement”), among SMART Modular Technologies, Inc. (the “Co-Borrower”), the other GRANTORS from time to
time party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”). 

A. Reference is made to (a) the Credit Agreement dated as of August 26, 2011 (as amended, supplemented or otherwise modified
from time to time, the “Credit Agreement”), among SMART Modular Technologies (Global Memory Holdings), Inc., a Cayman Islands exempted company (“Holdings”), SMART Modular Technologies (Global), Inc., a Cayman
Islands exempted company (the “Parent Borrower”), SMART Modular Technologies, Inc., a California corporation (the “Co-Borrower” and together with the Parent Borrower, the “Borrowers” and each a
“Borrower”), the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent and (b) the Collateral Agreement. 

B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement and
the Collateral Agreement, as applicable. 
 C. The Grantors have entered into the Collateral Agreement in order to induce the Lenders to
make Loans and the Issuing Banks to issue Letters of Credit. Section 5.14 of the Collateral Agreement provides that additional Subsidiaries may become Grantors under the Collateral Agreement by execution and delivery of an instrument in the
form of this Supplement. The undersigned Subsidiary (the “New Subsidiary”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Grantor under the Collateral Agreement in order to
induce the Lenders to make additional Loans and the Issuing Banks to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued. 

Accordingly, the Administrative Agent and the New Subsidiary agree as follows: 

SECTION 1. In accordance with Section 5.14 of the Collateral Agreement, the New Subsidiary by its signature below becomes a Grantor under
the Collateral Agreement with the same force and effect as if originally named therein as a Grantor, and the New Subsidiary hereby (a) agrees to all the terms and provisions of the Collateral Agreement applicable to it as a Grantor thereunder
and (b) represents and warrants that the representations and warranties made by it as a Grantor thereunder are true and correct on and as of the date hereof. In furtherance of the foregoing, the New Subsidiary, as security for the payment and
performance in full of the Secured Obligations (as defined in the Collateral Agreement), does hereby create and grant to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in and lien on
all of the New Subsidiary’s right, title and interest in, to and under the Pledged Collateral and the Article 9 Collateral (as each such term is defined in the Collateral Agreement). Each reference to a “Grantor” in the Collateral
Agreement shall be deemed to include the New Subsidiary. The Collateral Agreement is hereby incorporated herein by reference. 








 SECTION 2. The New Subsidiary represents and warrants to the Administrative Agent and the other
Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except to the extent that enforceability of
such obligations may be limited by applicable bankruptcy, insolvency and other similar laws affecting creditors’ rights generally. 

SECTION 3. This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall
constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Supplement by facsimile or other electronic transmission shall be effective as delivery of a manually
signed counterpart of this Supplement. This Supplement shall become effective as to the New Subsidiary when a counterpart hereof executed on behalf of the New Subsidiary shall have been delivered to the Administrative Agent and a counterpart hereof
shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon the New Subsidiary and the Administrative Agent and their respective permitted successors and assigns, and shall inure to the benefit of the New
Subsidiary, the Administrative Agent and the other Secured Parties and their respective successors and assigns, except that the New Subsidiary shall not have the right to assign or transfer its rights or obligations hereunder or any interest herein
(and any such assignment or transfer shall be void) except as expressly provided in this Supplement, the Collateral Agreement and the Credit Agreement. 

SECTION 4. The New Subsidiary hereby represents and warrants that (a) set forth on Schedule I attached hereto is a schedule with the
true and correct legal name of the New Subsidiary, its jurisdiction of formation and the location of its chief executive office, (b) Schedule II sets forth a true and complete list, with respect to the New Subsidiary, of (i) all the Equity
Interests owned by the New Subsidiary in any Subsidiary and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by the New Subsidiary and
(ii) all the Pledged Debt Securities owned by the New Subsidiary and (c) Schedule III attached hereto sets forth, as of the date hereof, (i) all of the New Subsidiary’s Patents, including the name of the registered owner,
type, registration or application number and the expiration date (if already registered) of each such Patent owned by the New Subsidiary, (ii) all of the New Subsidiary’s Trademarks, including the name of the registered owner, the
registration or application number and the expiration date (if already registered) of each such Trademark owned by the New Subsidiary, and (iii) all of the New Subsidiary’s Copyrights, including the name of the registered owner, title and,
if applicable, the registration number of each such Copyright owned by the New Subsidiary, and (d) Schedule IV attached hereto sets forth, as of the date hereof, each Commercial Tort Claim in respect of which a complaint or counterclaim has
been filed by the New Subsidiary seeking damages in an amount of $5,000,000 or more. 
 SECTION 5. Except as expressly supplemented hereby,
the Collateral Agreement shall remain in full force and effect. 

  
 -2- 









 SECTION 6. THIS SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF
THE STATE OF NEW YORK. 
 SECTION 7. Any provision of this Supplement held to be invalid, illegal or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular
provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as possible to that of such invalid, illegal or unenforceable provisions. 

SECTION 8. All communications and notices hereunder shall be in writing and given as provided in Section 5.01 of the Collateral
Agreement. 
 SECTION 9. The New Subsidiary agrees to reimburse the Administrative Agent for its fees and expenses incurred hereunder and
under the Collateral Agreement as provided in Section 9.03(a) of the Credit Agreement; provided that each reference therein to the “Parent Borrower” shall be deemed to be a reference to “the New Subsidiary.” 

  
 -3- 









 IN WITNESS WHEREOF, the New Subsidiary and the Administrative Agent have duly executed this
Supplement to the Collateral Agreement as of the day and year first above written. 
  

			
	[NAME OF NEW SUBSIDIARY],
		
	By:	 	  

		 	Name:
		 	Title:
		
		 	Legal Name:
		 	Jurisdiction of Formation:
		 	Location of Chief Executive Office:
	
	 JPMORGAN CHASE BANK, N.A.,
 as
Administrative Agent

		
	By:	 	  

		 	Name:
		 	Title:



  
 SIGNATURE
PAGE TO SUPPLEMENT TO COLLATERAL AGREEMENT 









 Schedule I 

to Supplement No.      to the 

Collateral Agreement 
  

					
	 Name
	 	 Jurisdiction of Formation
	 	 Chief Executive Office

		 		 	
		 		 	
		 		 	
		 		 	
		 		 	









 Schedule II 

to Supplement No.      to the 

Collateral Agreement 
 PLEDGED
EQUITY INTERESTS 
  

																	
	 Grantor
	  	Issuer	 	  	Number of
Certificate	 	  	Number and
Class of
Equity Interests	 	  	Percentage
of Equity Interests	 
		  				  				  				  			
		  				  				  				  			
		  				  				  				  			
		  				  				  				  			
		  				  				  				  			

 PLEDGED DEBT SECURITIES 
  

																	
	 Grantor
	  	Issuer	 	  	Principal
Amount	 	  	Date of Note	 	  	Maturity Date	 
		  				  				  				  			
		  				  				  				  			
		  				  				  				  			
		  				  				  				  			









 Schedule III 

to Supplement No.      to the 

Collateral Agreement 
 INTELLECTUAL
PROPERTY 








 Schedule IV 

to Supplement No.      to the 

Collateral Agreement 
 COMMERCIAL
TORT CLAIMS 








 Exhibit II 

to the Collateral Agreement 

COPYRIGHT SECURITY AGREEMENT dated as of [            ],
20[    ] (this “Agreement”), among [    ] (the “Grantor”) and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative
Agent”). 
 Reference is made to (a) the Credit Agreement dated as of August 26, 2011 (as amended, supplemented or
otherwise modified from time to time, the “Credit Agreement”), among SMART Modular Technologies (Global Memory Holdings), Inc., a Cayman Islands exempted company (“Holdings”), SMART Modular Technologies (Global),
Inc., a Cayman Islands exempted company (the “Parent Borrower”), SMART Modular Technologies, Inc., a California corporation (the “Co-Borrower” and together with the Parent Borrower, the “Borrowers”
and each a “Borrower”), the lenders from time to time party thereto (the “Lenders”) and the Administrative Agent and (b) the Collateral Agreement dated as of August 26, 2011 (as amended, supplemented or
otherwise modified from time to time, the “Collateral Agreement”), among the Co-Borrower, the other grantors from time to time party thereto and the Administrative Agent. The Lenders and the Issuing Banks have agreed to extend
credit to the Borrowers subject to the terms and conditions set forth in the Credit Agreement. The Grantor is an Affiliate of the Borrowers and is willing to execute and deliver this Agreement in order to induce the Lenders to make additional Loans
and the Issuing Banks to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued. Accordingly, the parties hereto agree as follows: 

SECTION 1. Terms. Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the
Collateral Agreement or the Credit Agreement, as applicable. The rules of construction specified in Section 1.01(b) of the Collateral Agreement also apply to this Agreement. 

SECTION 2. Grant of Security Interest. As security for the payment or performance, as the case may be, in full of the Secured
Obligations, the Grantor hereby grants to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title and
interest in, to and under any Copyrights now owned or at any time hereafter acquired by such Grantor, including those listed on Schedule I, and any exclusive Copyright Licenses under which such Grantor is a licensee, including those listed on
Schedule II (collectively, the “Copyright Collateral”). 
 SECTION 3. Collateral Agreement. The Security Interest
granted to the Administrative Agent herein is granted in furtherance, and not in limitation, of the security interests granted to the Administrative Agent pursuant to the Collateral Agreement. The Grantor hereby acknowledges and affirms that the
rights and remedies of the Administrative Agent with respect to the Copyright Collateral are more fully set forth in the Collateral Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth
herein. In the event of any conflict between the terms of this Agreement and the Collateral Agreement, the terms of the Collateral Agreement shall govern. 








 SECTION 4. Counterparts. This Agreement may be executed in counterparts (and by different
parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile or other electronic
transmission shall be effective as delivery of a manually signed counterpart of this Agreement. 
 [Remainder of this page intentionally left
blank] 

  
 -2- 









 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year
first above written. 
  

			
	[                                    
    ],
		
	By:	 	  

		 	Name:
		 	Title:



  
 SIGNATURE
PAGE TO COPYRIGHT SECURITY AGREEMENT 









 
			
	JPMORGAN CHASE BANK, N.A., as Administrative Agent,
		
	By:	 	  

		 	Name:
		 	Title:



  
 SIGNATURE
PAGE TO COPYRIGHT SECURITY AGREEMENT 









 Schedule I 








 Schedule II 








 Exhibit III to the 

Collateral Agreement 

PATENT SECURITY AGREEMENT dated as of [            ],
20[    ] (this “Agreement”), among [    ] (the “Grantor”) and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative
Agent”). 
 Reference is made to (a) the Credit Agreement dated as of August 26, 2011 (as amended, supplemented or
otherwise modified from time to time, the “Credit Agreement”), among SMART Modular Technologies (Global Memory Holdings), Inc., a Cayman Islands exempted company (“Holdings”), SMART Modular Technologies (Global),
Inc., a Cayman Islands exempted company (the “Parent Borrower”), SMART Modular Technologies, Inc., a California corporation (the “Co-Borrower” and together with the Parent Borrower, the “Borrowers”
and each a “Borrower”), the lenders from time to time party thereto (the “Lenders”) and the Administrative Agent and (b) the Collateral Agreement dated as of August 26, 2011 (as amended, supplemented or
otherwise modified from time to time, the “Collateral Agreement”), among the Co-Borrower, the other grantors from time to time party thereto and the Administrative Agent. The Lenders and the Issuing Banks have agreed to extend
credit to the Borrowers subject to the terms and conditions set forth in the Credit Agreement. The Grantor is an Affiliate of the Borrowers and is willing to execute and deliver this Agreement in order to induce the Lenders to make additional Loans
and the Issuing Banks to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued. Accordingly, the parties hereto agree as follows: 

SECTION 1. Terms. Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the
Collateral Agreement or the Credit Agreement, as applicable. The rules of construction specified in Section 1.01(b) of the Collateral Agreement also apply to this Agreement. 

SECTION 2. Grant of Security Interest. As security for the payment or performance, as the case may be, in full of the Secured
Obligations, the Grantor hereby grants to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title and
interest in, to and under any Patents now owned or at any time hereafter acquired by such Grantor, including those listed on Schedule I (the “Patent Collateral”). 

SECTION 3. Collateral Agreement. The Security Interest granted to the Administrative Agent herein is granted in furtherance, and not in
limitation, of the security interests granted to the Administrative Agent pursuant to the Collateral Agreement. The Grantor hereby acknowledges and affirms that the rights and remedies of the Administrative Agent with respect to the Patent
Collateral are more fully set forth in the Collateral Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this Agreement and the
Collateral Agreement, the terms of the Collateral Agreement shall govern. 








 SECTION 4. Counterparts. This Agreement may be executed in counterparts (and by different
parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile or other electronic
transmission shall be effective as delivery of a manually signed counterpart of this Agreement. 
 [Remainder of this page intentionally left
blank] 

  
 -2- 









 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year
first above written. 
  

			
	[                                    
    ],
		
	By:	 	  

		 	Name:
		 	Title:



  
 SIGNATURE
PAGE TO PATENT SECURITY AGREEMENT 









 
			
	JPMORGAN CHASE BANK, N.A., as Administrative Agent,
		
	By:	 	  

		 	Name:
		 	Title:



  
 SIGNATURE
PAGE TO PATENT SECURITY AGREEMENT 









 Schedule I 








 Exhibit IV to the 

Collateral Agreement 

TRADEMARK SECURITY AGREEMENT dated as of [            ],
20[    ] (this “Agreement”), among [    ] (the “Grantor”) and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative
Agent”). 
 Reference is made to (a) the Credit Agreement dated as of August 26, 2011 (as amended, supplemented or
otherwise modified from time to time, the “Credit Agreement”), among SMART Modular Technologies (Global Memory Holdings), Inc., a Cayman Islands exempted company (“Holdings”), SMART Modular Technologies (Global),
Inc., a Cayman Islands exempted company (the “Parent Borrower”), SMART Modular Technologies, Inc., a California corporation (the “Co-Borrower” and together with the Parent Borrower, the “Borrowers”
and each a “Borrower”), the lenders from time to time party thereto (the “Lenders”) and the Administrative Agent and (b) the Collateral Agreement dated as of August 26, 2011 (as amended, supplemented or
otherwise modified from time to time, the “Collateral Agreement”), among the Borrowers, the other grantors from time to time party thereto and the Administrative Agent. The Lenders and the Issuing Banks have agreed to extend credit
to the Borrowers subject to the terms and conditions set forth in the Credit Agreement. The Grantor is an Affiliate of the Borrowers and is willing to execute and deliver this Agreement in order to induce the Lenders to make additional Loans and the
Issuing Banks to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued. Accordingly, the parties hereto agree as follows: 

SECTION 1. Terms. Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the
Collateral Agreement or the Credit Agreement, as applicable. The rules of construction specified in Section 1.01(b) of the Collateral Agreement also apply to this Agreement. 

SECTION 2. Grant of Security Interest. As security for the payment or performance, as the case may be, in full of the Secured
Obligations, the Grantor hereby grants to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title and
interest in, to and under any Trademarks now owned or at any time hereafter acquired by such Grantor, including those listed on Schedule I (the “Trademark Collateral”). 

SECTION 3. Collateral Agreement. The Security Interest granted to the Administrative Agent herein is granted in furtherance, and not in
limitation, of the security interests granted to the Administrative Agent pursuant to the Collateral Agreement. The Grantor hereby acknowledges and affirms that the rights and remedies of the Administrative Agent with respect to the Trademark
Collateral are more fully set forth in the Collateral Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this Agreement and the
Collateral Agreement, the terms of the Collateral Agreement shall govern. 








 SECTION 4. Counterparts. This Agreement may be executed in counterparts (and by different
parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile or other electronic
transmission shall be effective as delivery of a manually signed counterpart of this Agreement. 
 [Remainder of this page intentionally left
blank] 

  
 -2- 









 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year
first above written. 
  

			
	[                                    
    ],
		
	By:	 	  

		 	Name:
		 	Title:



  
 SIGNATURE
PAGE TO TRADEMARK SECURITY AGREEMENT 









 
			
	JPMORGAN CHASE BANK, N.A., as Administrative Agent,
		
	By:	 	  

		 	Name:
		 	Title:



  
 SIGNATURE
PAGE TO TRADEMARK SECURITY AGREEMENT 









 Schedule I