Guarantee and Collateral Agreement



 Exhibit 10.2 
 EXECUTION VERSION 
  

 
  

GUARANTEE AND COLLATERAL AGREEMENT 

Dated as of July 3, 2012, 
 made by 
 ULTRA CLEAN HOLDINGS, INC., 

ULTRA CLEAN TECHNOLOGY SYSTEMS AND SERVICE, INC., 
 AMERICAN INTEGRATION TECHNOLOGIES LLC, 
 ULTRA CLEAN ASIA PACIFIC PTE.
LTD., 
 UCT SIEGER ENGINEERING LLC, 
 INTEGRATED FLOW SYSTEMS LLC 
 and the other Grantors referred to herein and
from time to time party hereto, 
 in favor of 
 SILICON VALLEY BANK, 
 as Administrative Agent 

 
  

 







 TABLE OF CONTENTS 

 
  

							
	 	  	 	  	Page	 
			
	 SECTION 1.
	  	DEFINED TERMS	  	 	1	  
			
	 1.1  
	  	Definitions	  	 	1	  
	 1.2  
	  	Other Definitional Provisions	  	 	5	  
			
	 SECTION 2.
	  	GUARANTEE	  	 	5	  
			
	 2.1  
	  	Guarantee	  	 	5	  
	 2.2  
	  	Right of Contribution	  	 	6	  
	 2.3  
	  	No Subrogation	  	 	6	  
	 2.4  
	  	Amendments, etc	  	 	6	  
	 2.5  
	  	Guarantee Absolute and Unconditional; Guarantor Waivers; Guarantor Consents	  	 	7	  
	 2.6  
	  	Reinstatement	  	 	9	  
	 2.7  
	  	Payments	  	 	9	  
			
	 SECTION 3.
	  	GRANT OF SECURITY INTEREST	  	 	9	  
			
	 3.1  
	  	Grant of Security Interests	  	 	9	  
	 3.2  
	  	Grantors Remains Liable	  	 	11	  
	 3.3  
	  	Perfection and Priority	  	 	11	  
			
	 SECTION 4.
	  	REPRESENTATIONS AND WARRANTIES	  	 	12	  
			
	 4.1  
	  	Title; No Other Liens	  	 	12	  
	 4.2  
	  	Perfected Liens	  	 	13	  
	 4.3  
	  	Jurisdiction of Organization; Chief Executive Office and Locations of Books	  	 	13	  
	 4.4  
	  	Inventory and Equipment	  	 	13	  
	 4.5  
	  	Farm Products	  	 	13	  
	 4.6  
	  	Pledged Collateral	  	 	13	  
	 4.7  
	  	Investment Accounts	  	 	14	  
	 4.8  
	  	Receivables	  	 	14	  
	 4.9  
	  	Intellectual Property	  	 	14	  
	 4.10
	  	Instruments	  	 	15	  
	 4.11
	  	Letter of Credit Rights	  	 	15	  
	 4.12
	  	Commercial Tort Claims	  	 	15	  
			
	 SECTION 5.
	  	COVENANTS	  	 	15	  
			
	 5.1  
	  	Delivery of Instruments, Certificated Securities and Chattel Paper	  	 	15	  
	 5.2  
	  	Maintenance of Insurance	  	 	15	  
	 5.3  
	  	Maintenance of Perfected Security Interest; Further Documentation	  	 	16	  
	 5.4  
	  	Changes in Locations, Name, Etc	  	 	16	  
	 5.5  
	  	Notices	  	 	16	  
	 5.6  
	  	Instruments; Investment Property	  	 	17	  
	 5.7  
	  	Securities Accounts; Deposit Accounts	  	 	18	  
	 5.8  
	  	Intellectual Property	  	 	18	  
	 5.9  
	  	Receivables	  	 	19	  
	 5.10
	  	Defense of Collateral	  	 	19	  
	 5.11
	  	Preservation of Collateral	  	 	20	  
	 5.12
	  	Compliance with Laws, Etc	  	 	20	  


  
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 TABLE OF CONTENTS 

(continued) 
  

							
	 	  	 	  	Page	 
			
	 5.13
	  	Location of Books and Chief Executive Office	  	 	20	  
	 5.14
	  	Location of Collateral	  	 	20	  
	 5.15
	  	Maintenance of Records	  	 	20	  
	 5.16
	  	Disposition of Collateral	  	 	20	  
	 5.17
	  	Liens	  	 	20	  
	 5.18
	  	Expenses	  	 	20	  
	 5.19
	  	Leased Premises; Collateral Held by Warehouseman, Bailee, Etc	  	 	20	  
	 5.20
	  	Chattel Paper	  	 	20	  
	 5.21
	  	Commercial Tort Claims	  	 	21	  
	 5.22
	  	Letter-of-Credit Rights	  	 	21	  
	 5.23
	  	Shareholder Agreements and Other Agreements	  	 	21	  
			
	 SECTION 6.
	  	REMEDIAL PROVISIONS	  	 	21	  
			
	 6.1
	  	Certain Matters Relating to Receivables	  	 	21	  
	 6.2
	  	Communications with Obligors; Grantors Remain Liable	  	 	22	  
	 6.3
	  	Investment Property	  	 	22	  
	 6.4
	  	Proceeds to be Turned Over To Administrative Agent	  	 	23	  
	 6.5
	  	Application of Proceeds	  	 	24	  
	 6.6
	  	Code and Other Remedies	  	 	24	  
	 6.7
	  	Registration Rights	  	 	24	  
	 6.8
	  	Intellectual Property License	  	 	25	  
	 6.9
	  	Deficiency	  	 	25	  
			
	 SECTION 7.
	  	THE ADMINISTRATIVE AGENT	  	 	26	  
			
	 7.1
	  	Administrative Agent’s Appointment as Attorney-in-Fact, etc	  	 	26	  
	 7.2
	  	Duty of Administrative Agent	  	 	27	  
	 7.3
	  	Authority of Administrative Agent	  	 	27	  
			
	 SECTION 8.
	  	MISCELLANEOUS	  	 	28	  
			
	 8.1
	  	Amendments in Writing	  	 	28	  
	 8.2
	  	Notices	  	 	28	  
	 8.3
	  	No Waiver by Course of Conduct; Cumulative Remedies	  	 	28	  
	 8.4
	  	Enforcement Expenses; Indemnification	  	 	28	  
	 8.5
	  	Successors and Assigns	  	 	29	  
	 8.6
	  	Set Off	  	 	29	  
	 8.7
	  	Counterparts	  	 	30	  
	 8.8
	  	Severability	  	 	30	  
	 8.9
	  	Section Headings	  	 	30	  
	 8.10
	  	Integration	  	 	30	  
	 8.11
	  	GOVERNING LAW; Submission to Jurisdiction; Jury Trial Waiver; Process Agent Appointment	  	 	30	  
	 8.12
	  	Acknowledgements	  	 	31	  
	 8.13
	  	Additional Grantors	  	 	31	  
	 8.14
	  	Releases	  	 	31	  


  
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 TABLE OF CONTENTS 

(continued) 
  

SCHEDULES 
  

			
	Schedule 1	  	Notice Addresses of Guarantors
	Schedule 2	  	Description of Investment Property
	Schedule 3	  	Filings and Other Actions Required to Perfect Security Interests
	Schedule 4	  	Location of Jurisdictions of Organization, Chief Executive Office and Location of Books
	Schedule 5	  	Locations of Equipment and Inventory
	Schedule 6	  	Rights of the Grantors Relating to Intellectual Property
	Schedule 7	  	Letter of Credit Rights
	Schedule 8	  	Commercial Tort Claims

 ANNEXES 
  

			
	Annex 1    	  	Form of Assumption Agreement
	Annex 2	  	Form of Pledge Supplement


  
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 GUARANTEE AND COLLATERAL AGREEMENT 

This GUARANTEE AND COLLATERAL AGREEMENT (this “Agreement”), dated as of July 3, 2012, is
entered into by and among ULTRA CLEAN TECHNOLOGY SYSTEMS AND SERVICE, INC., a California corporation (“UCTSS”, a “Guarantor” or a “Grantor”, as the context may require),
AMERICAN INTEGRATION TECHNOLOGIES LLC, a Delaware limited liability company (the “Acquired Business”, a “Guarantor” or a “Grantor”, as the context may require), ULTRA CLEAN ASIA
PACIFIC PTE. LTD. (company registration no. 200818110D), a private company limited by shares organized in The Republic of Singapore (the “Singapore Borrower” or a “Grantor”, as the context may
require), ULTRA CLEAN HOLDINGS, INC., a Delaware corporation (“Holdings” or a “Grantor”, as the context may require), UCT SIEGER ENGINEERING LLC, a Delaware limited liability company
(“Sieger Engineering” or a “Grantor”, as the context may require), INTEGRATED FLOW SYSTEMS, LLC, a California limited liability company (“IFS” or a
“Grantor”, as the context may require) and SILICON VALLEY BANK, as administrative agent (together with its successors, in such capacity, the “Administrative Agent”) for the banks and other financial
institutions or entities (each a “Lender” and, collectively, the “Lenders”) from time to time parties to that certain Credit Agreement, dated as of the date hereof (as amended, amended and restated,
supplemented, restructured or otherwise modified, renewed or replaced from time to time, the “Credit Agreement”), among the Borrowers, Holdings, the Lenders party thereto and the Administrative Agent. 

INTRODUCTORY STATEMENTS 
 WHEREAS, Holdings and the Borrowers are members of an affiliated group of companies that includes each Grantor; 
 WHEREAS, the proceeds of the extensions of credit under the Credit Agreement will be used in part to enable the Borrowers to make valuable transfers to one or more of the other Grantors or Guarantors in
connection with the operation of their respective business; 
 WHEREAS, certain of the Qualified Counterparties
may enter into Specified Swap Agreements with the Borrowers; 
 WHEREAS, Holdings, the Borrowers and the other
Grantors are engaged in related businesses, and each Grantor derives substantial direct and indirect benefit from the extensions of credit under the Credit Agreement and from the Specified Swap Agreements; and 

WHEREAS, it is a condition precedent to the Closing Date and to the extension of credit under the Credit Agreement that
the Grantors shall have executed and delivered this Agreement in favor of the Administrative Agent for the ratable benefit of the Secured Parties. 
 NOW, THEREFORE, in consideration of the above premises, the parties hereto hereby agree as follows: 
 SECTION 1.        DEFINED TERMS 
 1.1        Definitions. 
 (a)        Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the respective meanings given to such terms in the
Credit Agreement, and the following terms are used herein as defined in the UCC: Account, Certificated Security, Chattel Paper, Commercial Tort Claim, Commodity Account, Document, Equipment, Farm Products, Fixtures, General Intangible, Goods,
Instrument, Inventory, Letter-of-Credit Rights, money, Securities Account and Supporting Obligation. 

  
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 (b)        The following terms
shall have the following meanings: 
 “Acquired Business”: as defined in the preamble
hereto. 
 “Agreement”: as defined in the preamble hereto. 

“Books”: all books, records and other written, electronic or other documentation in whatever form
maintained now or hereafter by or for any Grantor in connection with the ownership of its assets or the conduct of its business or evidencing or containing information relating to the Collateral, including: (a) ledgers; (b) records
indicating, summarizing, or evidencing such Grantor’s assets (including Inventory and Rights to Payment), business operations or financial condition; (c) computer programs and software; (d) computer discs, tapes, files, manuals,
spreadsheets; (e) computer printouts and output of whatever kind; (f) any other computer prepared or electronically stored, collected or reported information and equipment of any kind; and (g) any and all other rights now or hereafter
arising out of any contract or agreement between such Grantor and any service bureau, computer or data processing company or other Person charged with preparing or maintaining any of such Grantor’s books or records or with credit reporting,
including with regard to any of such Grantor’s Accounts. 
 “Collateral”: as
defined in Section 3.1. 
 “Collateral Account”: any collateral account
established by the Administrative Agent as provided in Section 6.1 or 6.4. 

“Copyright License”: any written agreement which (a) names a Grantor as licensor or licensee
(including those listed on Schedule 6), or (b) grants any right under any Copyright to a Grantor, including any rights to manufacture, distribute, exploit and sell materials derived from any Copyright. 

“Copyrights”: (a) all copyrights arising under the laws of the United States, any other
country or any political subdivision thereof, together with the underlying works of authorship (including titles), whether registered or unregistered and whether published or unpublished (including those listed on Schedule 6), all computer
programs, computer databases, computer program flow diagrams, source codes, object codes and all tangible property embodying or incorporating any copyrights, all registrations and recordings thereof, and all applications in connection therewith,
including, without limitation, all registrations, recordings and applications in the U.S. Copyright Office, and (b) the right to obtain any renewals thereof. 

“Credit Agreement”: as defined in the recitals to this Agreement. 

“Discharge of Obligations”: as defined in Section 2.1(d). 

“Excluded Assets”: collectively, 

(a)        any Equipment owned by any Grantor the date of this Agreement or
hereafter acquired that is subject to a Lien securing a purchase money obligation or Capital Lease Obligation not prohibited by the terms of the Credit Agreement if the contract or other agreement pursuant to which such Lien is granted (or the
documentation providing for such purchase money obligation or Capital Lease Obligation) validly prohibits the creation of any other Lien on such Equipment and proceeds of such Equipment; 

  
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 (b)        any margin stock (within
the meaning of Regulation U issued by the Board); 
 (c)        any
Capital Stock of any Foreign Subsidiary (other than Capital Stock representing up to 65% of the total outstanding voting Capital Stock of any First Tier Foreign Subsidiary); 

(d)        any motor vehicles the perfection of a security interest in which is
not governed by the UCC; 
 (e)        any asset that is subject to a
purchase-money Lien or Lien securing Capital Lease Obligations, in each case, to the extent not prohibited by the terms of the Credit Agreement if the contract or other agreement pursuant to which such purchase-money Lien or Lien securing Capital
lease Obligations does not permit such asset to be subject to the security interests created thereby; and 

(f)        any interests in real property (including real property leasehold
interests), timber to be cut, as extracted collateral, consumer goods and agricultural products; 
 provided,
however, that any Proceeds, substitutions or replacements of any Excluded Assets shall not be Excluded Assets (unless such Proceeds, substitutions or replacements are otherwise, in and of themselves, Excluded Assets). 

“Grantor”: is any Loan Party that is party hereto as of the date hereof or that accedes hereto as
a “Grantor” pursuant to an Assumption Agreement executed and delivered to the Administrative Agent in accordance with the terms hereof. 
 “Guarantor”: as defined in Section 2.1(a). 
 “Indemnitee”: as defined in Section 8.4(b). 
 “Investment Account”: any of a Securities Account, a Commodity Account or a Deposit Account. 

“Investment Property”: the collective reference to (a) all “investment property”
as such term is defined in Section 9-102(a)(49) of the New York UCC (other than any voting Capital Stock or other ownership interests of a First Tier Foreign Subsidiary excluded from the definition of “Pledged Stock”), and
(b) whether or not constituting “investment property” as so defined, all Pledged Notes and all Pledged Collateral. 
 “Issuer”: with respect to any Investment Property, the issuer of such Investment Property. 
 “Lender”: as defined in the preamble hereto. 
 “Patent License”: any written agreement which (a) names a Grantor as licensor or licensee and (b) grants to such Grantor any right under a Patent, including the right to
manufacture, use or sell any invention covered in whole or in part by such Patent, including any such agreements referred to on Schedule 6. 
 “Patents”:    (a) all letters patent of the United States, any other country or any political subdivision thereof, all reissues and extensions thereof and
all goodwill associated therewith, including, without limitation, any of the foregoing referred to on Schedule 6, (b) all applications for letters patent of the United States or any other country and all divisions, continuations and
continuations-in-part thereof, including, without limitation, any of the foregoing referred to on Schedule 6, and (c) all rights to obtain any reissues or extensions of the foregoing. 

  
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 “Pledged Collateral”: (a) any and all Pledged
Stock; (b) all other Investment Property of any Grantor; (c) all warrants, options or other rights entitling any Grantor to acquire any interest in Capital Stock or other securities of the direct or indirect Subsidiaries of such Grantor or
of any other Person; (d) all Instruments; (e) all securities, property, interest, dividends and other payments and distributions issued as an addition to, in redemption of, in renewal or exchange for, in substitution or upon conversion of,
or otherwise on account of, any of the foregoing; (f) all certificates and instruments now or hereafter representing or evidencing any of the foregoing; (g) all rights, interests and claims with respect to the foregoing, including under
any and all related agreements, instruments and other documents, and (h) all cash and non-cash proceeds of any of the foregoing, in each case whether presently existing or owned or hereafter arising or acquired and wherever located, and as from
time to time received or receivable by, or otherwise paid or distributed to or acquired by, any Grantor. 

“Pledged Collateral Agreements”: as defined in Section 5.23. 

“Pledged Notes”: all promissory notes listed on Schedule 2 and all other promissory notes
issued to or held by any Grantor. 
 “Pledged Stock”: all of the issued and outstanding
shares of Capital Stock, whether certificated or uncertificated, of any Grantor’s direct Subsidiaries now or hereafter owned by any such Grantor and including the Capital Stock listed on Schedule 2 hereof (as amended or supplemented
from time to time); provided that in no event shall Pledged Stock include any Excluded Assets. 

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

“Receivable”: any right to payment for goods sold or leased or for services rendered, whether or
not such right is evidenced by an Instrument or Chattel Paper and whether or not it has been earned by performance (including any Account). 
 “Rights to Payment”: any and all of any Grantor’s Accounts and any and all of any Grantor’s rights and claims to the payment or receipt of money or other forms of
consideration of any kind in, to and under or with respect to its Chattel Paper, Documents, General Intangibles, Instruments, Investment Property, Letter-of-Credit Rights, Proceeds and Supporting Obligations. 

“Secured Obligations”: collectively, the “Obligations”, as such term is defined in the
Credit Agreement. 
 “Secured Parties”: the collective reference to the Administrative
Agent, the Lenders (including any Issuing Lender in its capacity as Issuing Lender and any Swingline Lender in its capacity as Swingline Lender), SVB (in its capacity as the Cash Management Bank and as a provider of FX Forward Contracts), and any
Qualified Counterparties. 
 “Singapore Borrower”: as defined in the preamble hereto.

 “Singapore Obligations”: the Secured Obligations of the Singapore Borrower.


  
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 “Trademark License”: any written agreement which
(a) names a Grantor as licensor or licensee and (b) grants to such Grantor any right to use any Trademark, any such agreement referred to on Schedule 6. 

“Trademarks”: (a) all trademarks, trade names, corporate names, company names, business
names, fictitious business names, trade styles, service marks, logos, Internet domain names and other source or business identifiers, and all goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and
recordings thereof, and all applications in connection therewith, whether in the U.S. Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof,
or otherwise, and all common-law rights related thereto, including, without limitation, any of the foregoing referred to on Schedule 6, and (b) the right to obtain all renewals thereof. 

1.2        Other Definitional Provisions. The rules of interpretation set
forth in Section 1.2 of the Credit Agreement are by this reference incorporated herein, mutatis mutandis, as if set forth herein in full. 
 SECTION 2.        GUARANTEE 
 2.1        Guarantee. 
 (a)        Each Grantor, other than the Singapore Borrower, who has executed this Agreement as of the date hereof, together with each Material Domestic Subsidiary
of any U.S. Borrower or other Guarantor who accedes to this Agreement as a Grantor after the date hereof pursuant to Section 6.12 of the Credit Agreement (each a “Guarantor” and, collectively, the
“Guarantors”), hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and their respective successors, indorsees, transferees and
assigns, the prompt and complete payment and performance by the Borrowers and the other Loan Parties when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations. In furtherance of the foregoing, and without
limiting the generality thereof, each Guarantor agrees as follows: 

(i)        each Guarantor’s liability hereunder shall be the immediate,
direct, and primary obligation of such Guarantor and shall not be contingent upon the Administrative Agent’s or any Secured Party’s exercise or enforcement of any remedy it or they may have against any Borrower, any other Guarantor, any
other Person, or all or any portion of the Collateral; and 

(ii)        the Administrative Agent may enforce this guaranty notwithstanding
the existence of any dispute between any of the Secured Parties and any Borrower or any other Guarantor with respect to the existence of any Event of Default. 
 (b)        Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan
Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in
Section 2.2). 
 (c)        Each Guarantor agrees that the
Secured Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the
Administrative Agent or any other Secured Party hereunder. 

  
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 (d)        The guarantee contained
in this Section 2 shall remain in full force and effect until all the Secured Obligations shall have been satisfied by payment in full, in cash (or, as applicable, Cash Collateralized in accordance with the terms of the Credit
Agreement), no Letter of Credit shall be outstanding (or, as applicable, each outstanding and undrawn Letter of Credit has been Cash Collateralized in accordance with the terms of the Credit Agreement), and all of the Commitments are terminated (the
“Discharge of Obligations”), notwithstanding that from time to time during the term of the Credit Agreement the outstanding amount of the Secured Obligations may be zero. 

(e)        No payment made by any Borrower, any Guarantor, any other guarantor
or any other Person or received or collected by the Administrative Agent or any other Secured Party from any Borrower, any Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any setoff or appropriation or
application at any time or from time to time in reduction of or in payment of the Secured Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such
payment (other than any payment made by such Guarantor in respect of the Secured Obligations or any payment received or collected from such Guarantor in respect of the Secured Obligations), remain liable for the Secured Obligations up to the maximum
liability of such Guarantor hereunder until the Discharge of Obligations. 

2.2        Right of Contribution. If in connection with any payment made
by any Guarantor hereunder any rights of contribution arise in favor of such Guarantor against one or more other Guarantors, such rights of contribution shall be subject to the terms and conditions of Section 2.3. The provisions of this
Section 2.2 shall in no respect limit the obligations and liabilities of any Guarantor to the Administrative Agent and the other Secured Parties, and each Guarantor shall remain liable to the Administrative Agent and the other Secured
Parties for the full amount guaranteed by such Guarantor hereunder. 

2.3        No Subrogation. Notwithstanding any payment made by any
Guarantor hereunder or any setoff or application of funds of any Guarantor by the Administrative Agent or any other Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured
Party against any Borrower or any other Guarantor or any Collateral or guarantee or right of offset held by the Administrative Agent or any other Secured Party for the payment of the Secured Obligations, nor shall any Guarantor seek or be entitled
to seek any contribution or reimbursement from any Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, in each case, until the Discharge of Obligations. If any amount shall be paid to any Guarantor on account of
such subrogation rights at any time prior to the Discharge of Obligations, such amount shall be held by such Guarantor in trust for the Administrative Agent and the other Secured Parties, shall be segregated from other funds of such Guarantor, and
shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be applied in such order as set
forth in Section 6.5 hereof irrespective of the occurrence or the continuance of any Event of Default. 
 2.4        Amendments, etc. with respect to the Secured Obligations. Each Guarantor shall remain obligated hereunder notwithstanding that, without any
reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the Secured Obligations made by the Administrative Agent or any other Secured Party may be rescinded by the
Administrative Agent or such Secured Party and any of the Secured Obligations continued, and the Secured Obligations, or the liability of any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of
offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any other Secured Party, and the Credit
Agreement, the other Loan Documents, the Specified Swap Agreements and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the


  
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Administrative Agent (or the Required Lenders, all of the Lenders, or any applicable Qualified Counterparty, as the case may be) may deem advisable from time to time, and any collateral security,
guarantee or right of offset at any time held by the Administrative Agent or any other Secured Party for the payment of the Secured Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any other
Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Secured Obligations or for the guarantee contained in this Section 2 or any property subject thereto.

 2.5        Guarantee Absolute and Unconditional; Guarantor
Waivers; Guarantor Consents. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Obligations and notice of or proof of reliance by the Administrative Agent or any other Secured Party upon
the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Secured Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or
renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between any Borrower and any of the Guarantors on the one hand, and the Administrative Agent and the other Secured
Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor further waives: 

(a)        diligence, presentment, protest, demand for payment and notice of
default or nonpayment to or upon any Borrower or any of the other Guarantors with respect to the Secured Obligations; 
 (b)        any right to require any Secured Party to marshal assets in favor of any Borrower, such Guarantor, any other Guarantor or any other Person, to proceed
against any Borrower, any other Guarantor or any other Person, to proceed against or exhaust any of the Collateral, to give notice of the terms, time and place of any public or private sale of personal property security constituting the Collateral
or other collateral for the Secured Obligations or to comply with any other provisions of Section 9-611 of the New York UCC (or any equivalent provision of any other applicable law (including the California Uniform Commercial Code) or to pursue
any other right, remedy, power or privilege of any Secured Party whatsoever; 

(c)        the defense of the statute of limitations in any action hereunder or
for the collection or performance of the Secured Obligations; 

(d)        any defense arising by reason of any lack of corporate or other
authority or any other defense of any Borrower, such Guarantor or any other Person; 

(e)        any defense based upon the Administrative Agent’s or any Secured
Party’s errors or omissions in the administration of the Secured Obligations; 

(f)        any rights to set-offs and counterclaims; 

(g)        any defense based upon an election of remedies (including, if
available, an election to proceed by nonjudicial foreclosure) which destroys or impairs the subrogation rights of such Guarantor or the right of such Guarantor to proceed against any Borrower or any other obligor of the Secured Obligations for
reimbursement; and 
 (h)        without limiting the generality of the
foregoing, to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by applicable law that limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this
Agreement, including any rights and defenses which are or may become available to any Guarantor by reason of California Civil Code Sections 2787 through 2855, 2899 and 3433. 

  
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 As provided below, this Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York. Any references herein to California law (including the California Uniform Commercial Code and California Civil Code Sections 2787 through 2855, 2899 and 3433) have been included solely out of an
abundance of caution, and shall not be construed to mean that any of the above referenced provisions of California law are in any way applicable to this Agreement or the Secured Obligations. Each Guarantor understands and agrees that the guarantee
contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the
Secured Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any other Secured Party, (ii) any defense, setoff or
counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Borrower or any other Person against the Administrative Agent or any other Secured Party, (iii) any other circumstance
whatsoever (with or without notice to or knowledge of any Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower or any other Guarantor for the Secured Obligations, or of
such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance, (iv) any Insolvency Proceeding with respect to any Borrower, any Guarantor or any other Person, (v) any merger,
acquisition, consolidation or change in structure of any Borrower, any Guarantor or any other Person, or any sale, lease, transfer or other disposition of any or all of the assets or Voting Stock of any Borrower, any Guarantor or any other Person,
(vi) any assignment or other transfer, in whole or in part, of any Secured Party’s interests in and rights under this Guaranty or the other Loan Documents, including any Secured Party’s right to receive payment of the Secured
Obligations, or any assignment or other transfer, in whole or in part, of any Secured Party’s interests in and to any of the Collateral, (vi) any Secured Party’s vote, claim, distribution, election, acceptance, action or inaction in
any Insolvency Proceeding related to any of the Secured Obligations, and (vii) any other guaranty, whether by such Guarantor or any other Person, of all or any part of the Secured Obligations or any other indebtedness, obligations or
liabilities of any Guarantor to any Secured Party. 
 When making any demand hereunder or otherwise pursuing its
rights and remedies hereunder against any Guarantor, the Administrative Agent or any other Secured Party may, but shall be under no obligation to make a similar demand on or otherwise pursue such rights and remedies as it may have against any
Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Secured Obligations or any right of offset with respect thereto. Any failure by the Administrative Agent or any other Secured Party to make any
such demand, to pursue such other rights or remedies or to collect any payments from any Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any
release of any Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and
remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any other Secured Party against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal
proceedings. 
 Each Guarantor further unconditionally consents and agrees that, without notice to or further
assent from any Guarantor: (a) the principal amount of the Secured Obligations may be increased or decreased and additional indebtedness or obligations of any Borrower or any other Persons under the Loan Documents may be incurred, by one or
more amendments, modifications, renewals or extensions of any Loan Document or otherwise; (b) the time, manner, place or terms of any payment under any Loan Document may be extended or changed, including by an increase or decrease in the
interest rate on any 

  
 8 








 
Secured Obligation or any fee or other amount payable under such Loan Document, by an amendment, modification or renewal of any Loan Document or otherwise; (c) the time for any
Borrower’s (or any other Loan Party’s) performance of or compliance with any term, covenant or agreement on its part to be performed or observed under any Loan Document may be extended, or such performance or compliance waived, or failure
in or departure from such performance or compliance consented to, all in such manner and upon such terms as the Administrative Agent may deem proper; (d) in addition to the Collateral, the Secured Parties may take and hold other security (legal
or equitable) of any kind, at any time, as collateral for the Secured Obligations, and may, from time to time, in whole or in part, exchange, sell, surrender, release, subordinate, modify, waive, rescind, compromise or extend such security and may
permit or consent to any such action or the result of any such action, and may apply such security and direct the order or manner of sale thereof; (e) the Secured Parties may, in accordance with the terms of the Loan Documents, discharge or
release, in whole or in part, any other Guarantor or any other Loan Party or other Person liable for the payment and performance of all or any part of the Secured Obligations, and may permit or consent to any such action or any result of such
action, and shall not be obligated to demand or enforce payment upon any of the Collateral, nor shall any Secured Party be liable to any Guarantor for any failure to collect or enforce payment or performance of the Secured Obligations from any
Person or to realize upon the Collateral, and (f) the Secured Parties may request and accept other guaranties of the Secured Obligations and any other indebtedness, obligations or liabilities of any Borrower or any other Loan Party to any
Secured Party and may, from time to time, in whole or in part, surrender, release, subordinate, modify, waive, rescind, compromise or extend any such guaranty and may permit or consent to any such action or the result of any such action; in each
case (a) through (f), as the Secured Parties may deem advisable, and without impairing, abridging, releasing or affecting this Agreement. 
 2.6        Reinstatement. The guarantee contained in this Section 2 shall continue to be effective, or be reinstated, as the case may be, if at
any time payment, or any part thereof, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any other Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or
reorganization of any Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, any Borrower or any such Guarantor or any substantial part of its respective
property, or otherwise, all as though such payments had not been made. 

2.7        Payments. Each Guarantor hereby guarantees that payments
hereunder will be paid to the Administrative Agent without setoff or counterclaim in Dollars at the Funding Office. 
 SECTION
3.        GRANT OF SECURITY INTEREST 

3.1        Grant of Security Interests. Each Grantor (other than the
Singapore Borrower) hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or
otherwise) of the Secured Obligations, and the Singapore Borrower hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for the prompt and complete payment and performance when due (whether
at the stated maturity, by acceleration or otherwise) of the Singapore Obligations, a security interest in all of the following property 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 and wherever located (collectively, the “Collateral”): 
 (a)        all Accounts; 

(b)        all Chattel Paper; 

(c)        all Commercial Tort Claims; 

  
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 (d)        all Deposit Accounts;

 (e)        all Documents; 

(f)        all Equipment; 

(g)        all Fixtures; 

(h)        all General Intangibles; 

(i)        all Goods; 

(j)        all Instruments; 

(k)        all Intellectual Property; 

(l)        all Inventory; 

(m)        all Investment Property (including all Pledged Collateral);

 (n)        all Letter-of-Credit Rights; 

(o)        all money; 

(p)        all Books and records pertaining to the Collateral 

(q)        all other personal property not otherwise described above; and

 (r)        to the extent not otherwise included, all Proceeds,
Supporting Obligations and products of any and all of the foregoing; provided, however, that notwithstanding anything to the contrary contained in clauses (a) through (q) above, the security interests created by this
Agreement shall not extend to, and the term “Collateral” (including all of the individual items comprising Collateral) shall not include, any Excluded Assets. 

Notwithstanding any of the other provisions set forth in this Section 3, this Agreement shall not constitute
a grant of a security interest in any property to the extent that such grant of a security interest is prohibited by any Requirement of Law of a Governmental Authority or constitutes a breach or default under or results in the termination of or
requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, except (i) to the extent that the terms in such contract, license, instrument or other
document providing for such prohibition, breach, default or termination, or requiring such consent are not permitted under the terms and conditions of the Credit Agreement or (ii) to the extent that such Requirement of Law or the term in such
contract, license, agreement, instrument or other document providing for such prohibition, breach, default or termination or requiring such consent is ineffective under Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision
or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity; provided, however, that such security interest shall attach immediately at such time as such Requirement
of Law is not effective or applicable, or such prohibition, breach, default or termination is no longer applicable or is waived, and to the extent severable, shall attach immediately to any portion of the Collateral that does not result in such
consequences; and provided, further, that no United States intent-to-use trademark or service mark application shall be included in the Collateral to the extent that, and solely during the period in which, the grant of a security
interest therein would impair the validity or enforceability of such intent-to-use 

  
 10 









 
trademark or service mark application under Federal law. After such period, each Grantor acknowledges that such interest in such trademark or service mark application shall be subject to a
security interest in favor of the Administrative Agent and shall be included in the Collateral. 

3.2        Grantors Remains Liable. Anything herein to the contrary
notwithstanding, (a) each Grantor shall remain liable under any contracts, agreements and other documents included in the Collateral, to the extent set forth therein, to perform all of its duties and obligations thereunder to the same extent as
if this Agreement had not been executed, (b) the exercise by the Administrative Agent of any of the rights granted to the Administrative Agent hereunder shall not release any Grantor from any of its duties or obligations under any such
contracts, agreements and other documents included in the Collateral, and (c) neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any such contracts, agreements and other documents included
in the Collateral by reason of this Agreement, nor shall the Administrative Agent or any other Secured Party be obligated to perform any of the obligations or duties of any Grantor thereunder or to take any action to collect or enforce any such
contract, agreement or other document included in the Collateral hereunder. 
 3.3
        Perfection and Priority. 

(a)        Financing Statements. Pursuant to any applicable law, each
Grantor authorizes the Administrative Agent (and its counsel and its agents) to file or record at any time and from time to time any financing statements and other filing or recording documents or instruments with respect to the Collateral and each
Grantor shall execute and deliver to the Administrative Agent and each Grantor hereby authorizes the Administrative Agent (and its counsel and its agents) to file (with or without the signature of such Grantor) at any time and from time to time, all
amendments to financing statements, continuation financing statements, termination statements, Intellectual Property Security Agreements, assignments, fixture filings, affidavits, reports notices and all other documents and instruments, in such form
and in such offices as the Administrative Agent or the Required Lenders determine appropriate to perfect and continue perfected, maintain the priority of or provide notice of the Administrative Agent’s security interest in the Collateral under
and to accomplish the purposes of this Agreement. Each Grantor authorizes the Administrative Agent to use the collateral description “all personal property, whether now owned or hereafter acquired” or any other similar collateral
description in any such financing statements. Each Grantor hereby ratifies and authorizes the filing by the Administrative Agent (and its counsel and its agents) of any financing statement with respect to the Collateral made prior to the date
hereof. 
 (b)        Filing of Financing Statements. Each
Grantor shall deliver to the Administrative Agent, from time to time, such completed UCC-1 financing statements for filing or recording in the appropriate filing offices as may be reasonably requested by the Administrative Agent. In addition, the
Singapore Borrower shall cause the particulars of this Agreement to be filed and the Singapore Debenture to be registered with the Accounting and Corporate Regulatory Authority of Singapore by no later than the date occurring 30 days after the
Closing Date, as required by Section 5.3 of the Credit Agreement. 

(c)        Transfer of Security Interest Other Than by Delivery. If for
any reason Pledged Collateral cannot be delivered to or for the account of the Administrative Agent as provided in Section 5.6(b), each applicable Grantor shall promptly take such other steps as may be necessary or as shall be reasonably
requested from time to time by the Administrative Agent to effect a transfer of a perfected first priority security interest in and pledge of the Pledged Collateral to the Administrative Agent for itself and on behalf of and for the ratable benefit
of the other Secured Parties pursuant to the UCC. To the extent practicable, each such Grantor shall thereafter deliver the Pledged Collateral to or for the account of the Administrative Agent as provided in Section 5.6(b). 

(d)        Intellectual Property. (i) Each Grantor shall, in
addition to executing and delivering this Agreement, take such other action as may be necessary, or as the Administrative Agent 

  
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may reasonably request, to perfect the Administrative Agent’s security interest in the Intellectual Property of such Grantor. (ii) Promptly following the creation or other acquisition
of any Intellectual Property by any Grantor after the date hereof which is registered or becomes registered or the subject of an application for registration with the U.S. Copyright Office or the U.S. Patent and Trademark Office, as applicable, such
Grantor shall modify this Agreement by amending Schedule 6 to include any Intellectual Property of such Grantor which becomes part of the Collateral and which was not included on Schedule 6 as of the date hereof and record an
amendment to this Agreement with the U.S. Copyright Office or the U.S. Patent and Trademark Office, as applicable, and take such other action as may be necessary, or as the Administrative Agent or the Required Lenders may reasonably request, to
perfect the Administrative Agent’s security interest in such Intellectual Property (held for the ratable benefit of the Secured Parties). 
 (e)        Bailees. Any Person (other than the Administrative Agent) at any time and from time to time holding all or any portion of the Collateral shall be
deemed to, and shall, hold the Collateral as the agent of, and as pledge holder for, the Administrative Agent. At any time and from time to time, the Administrative Agent may give notice to any such Person holding all or any portion of the
Collateral that such Person is holding the Collateral as the agent and bailee of, and as pledge holder for, the Administrative Agent, and obtain such Person’s written acknowledgment thereof. Without limiting the generality of the foregoing,
each Grantor will join with the Administrative Agent in notifying any Person who has possession of any Collateral of the Administrative Agent’s security interest therein and shall use commercially reasonable efforts to obtain an acknowledgment
from such Person that it is holding the Collateral for the benefit of the Administrative Agent. 

(f)        Control. Each Grantor will cooperate with the Administrative
Agent in obtaining control (as defined in the UCC) of Collateral consisting of any Deposit Accounts, Electronic Chattel Paper, Investment Property or Letter-of-Credit Rights, including delivery of control agreements, as the Administrative Agent
may reasonably request, to perfect and continue perfected, maintain the priority of or provide notice of the Administrative Agent’s security interest in such Collateral. 

(g)        Additional Subsidiaries. In the event that any Grantor
acquires rights in any Subsidiary (other than a Foreign Subsidiary which is not a First Tier Foreign Subsidiary) after the date hereof, it shall deliver to the Administrative Agent a completed pledge supplement, substantially in the form of
Annex 2 (the “Pledge Supplement”), together with all schedules thereto, reflecting the pledge of the Capital Stock of such new Subsidiary (except to the extent such Capital Stock consists of Excluded Collateral),
together with any other documents and agreements (including, as applicable, any Foreign Pledge Documents reasonably requested by the Administrative Agent) the Administrative Agent requires Holdings and the Borrowers to cause such Grantor to deliver
pursuant to Section 6.12 of the Credit Agreement. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Administrative Agent shall attach to the Pledged Collateral related to such Subsidiary immediately
upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a Pledge Supplement or, as applicable, any such other Foreign Pledge Documents or other documents or agreements. 

SECTION 4.        REPRESENTATIONS AND WARRANTIES 

In addition to the representations and warranties of the Grantors set forth in the Credit Agreement, which are
incorporated herein by this reference, and to induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to each Borrower thereunder, each Grantor hereby
represents and warrants to the Administrative Agent and each other Secured Party that: 

4.1        Title; No Other Liens. Except for the Liens permitted to exist
on the Collateral by Section 7.3 of the Credit Agreement, such Grantor owns each item of the Collateral in which a Lien is 

  
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granted by it free and clear of any and all Liens and other claims of others. Other than precautionary filings in respect of true leases, no financing statement, fixture filing or other public
notice with respect to all or any part of the Collateral is on file or of record or will be filed in any public office, except such as have been filed as permitted by the Credit Agreement. For the avoidance of doubt, it is understood and agreed that
each Grantor may, as part of its business, grant licenses to third parties to use Intellectual Property owned or developed by such Grantor. For purposes of this Agreement and the other Loan Documents, such licensing activity shall not constitute a
“Lien” on such Intellectual Property. The Administrative Agent and each other Secured Party understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the
Administrative Agent to utilize, sell, lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto. 

4.2        Perfected Liens. The security interests granted to the
Administrative Agent pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 3 (which, in the case of all filings and other documents referred to on said Schedule but subject to
Section 5.3 of the Credit Agreement, have been delivered to the Administrative Agent in completed and duly (if applicable) executed form) will constitute valid perfected security interests in all of the Collateral in favor of the Administrative
Agent, for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations, enforceable in accordance with the terms hereof against any creditors of any Grantor and any Persons purporting to purchase any Collateral
from any Grantor, and (b) are prior to all other Liens on the Collateral in existence on the date hereof except for Liens permitted by the Credit Agreement which have priority over the Liens of the Administrative Agent on the Collateral (for
the ratable benefit of the Secured Parties) by operation of law, and in the case of Collateral other than Pledged Collateral, Liens permitted by Section 7.3 of the Credit Agreement. Unless an Event of Default has occurred and is continuing,
each Grantor has the right to remove the Fixtures in which such Grantor has an interest within the meaning of Section 9-334(f)(2) of the UCC. 
 4.3        Jurisdiction of Organization; Chief Executive Office and Locations of Books. On the date hereof, such Grantor’s jurisdiction of organization,
identification number from the jurisdiction of organization (if any), and the location of such Grantor’s chief executive office or sole place of business, as the case may be, are specified on Schedule 4. All locations where Books
pertaining to the Rights to Payment of such Grantor are kept, including all equipment necessary for accessing such Books and the names and addresses of all service bureaus, computer or data processing companies and other Persons keeping any Books or
collecting Rights to Payment for such Grantor, are set forth in Schedule 4. 

4.4        Inventory and Equipment. On the date hereof (a) the
Inventory and (b) the Equipment (other than mobile goods) are kept at the locations listed on Schedule 5. 
 4.5        Farm Products. None of the Collateral constitutes, or is the Proceeds of, Farm Products. 

4.6        Pledged Collateral. (a) All of the Pledged Stock held by
such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under
applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of
a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to
the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor
constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Collateral), and such Grantor owns no securities convertible into or


  
 13 









 
exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the
voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by
such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with
its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor
has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreement. 

4.7        Investment Accounts. 

(a)        Schedule 2 sets forth under the headings “Securities
Accounts” and “Commodity Accounts”, respectively, all of the Securities Accounts and Commodity Accounts in which such Grantor has an interest. Except as disclosed to the Administrative Agent, such Grantor is the sole entitlement
holder of each such Securities Account and Commodity Account, and such Grantor has not consented to, and is not otherwise aware of, any Person (other than the Administrative Agent) having “control” (within the meanings of
Sections 8-106 and 9-106 of the UCC) over, or any other interest in, any such Securities Account or Commodity Account or any securities or other property credited thereto; 

(b)        Schedule 2 sets forth under the heading “Deposit
Accounts” all of the Deposit Accounts in which such Grantor has an interest and, except as otherwise disclosed to the Administrative Agent, such Grantor is the sole account holder of each such Deposit Account and such Grantor has not consented
to, and is not otherwise aware of, any Person (other than the Administrative Agent) having either sole dominion and control (within the meaning of common law) or “control” (within the meaning of Section 9-104 of the UCC) over, or any
other interest in, any such Deposit Account or any money or other property deposited therein; and 

(c)        In each case to the extent requested by the Administrative Agent,
such Grantor has taken all actions necessary or desirable to: (i) establish the Administrative Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the UCC) over any Certificated Securities (as defined in
Section 9-102 of the UCC); (ii) establish the Administrative Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the UCC) over any portion of the Investment Accounts constituting Securities Accounts,
Commodity Accounts, Securities Entitlements or Uncertificated Securities (each as defined in Section 9-102 of the UCC); (iii) establish the Administrative Agent’s “control” (within the meaning of Section 9-104 of the
UCC) over all Deposit Accounts; and (iv) deliver all Instruments (as defined in Section 9-102 of the UCC) to the Administrative Agent to the extent required hereunder, except, in each case (i) through (iv), as is not required pursuant
to Section 5.1 or 5.7, as applicable. 

4.8        Receivables. No amount payable to such Grantor under or in
connection with any Receivable or other Right to Payment of such Grantor in a principal amount greater than $10,000 is evidenced by any Instrument (other than checks, drafts or other Instruments that will be promptly deposited in an Investment
Account) or Chattel Paper which has not been delivered to the Administrative Agent. None of the account debtors or other obligors in respect of any such Receivable in excess of $100,000 in the aggregate is the government of the United States or any
agency or instrumentality thereof. 
 4.9        Intellectual
Property. Schedule 6 lists all registrations and applications for Intellectual Property (including registered Copyrights, Patents, Trademarks and all applications therefor) as well as all Copyright Licenses, Patent Licenses and Trademark
Licenses, in each case, owned by such Grantor in its own name on the date hereof. Except as set forth in Schedule 6, on the date hereof, none of such Intellectual Property of such Grantor is the subject of any licensing or franchise agreement
pursuant to which such Grantor is the licensor or franchisor. 

  
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 4.10        Instruments.
(i) Such Grantor has not previously assigned any interest in any Instruments (including but not limited to the Pledged Notes) held by such Grantor (other than such interests as will be released on or before the date hereof), and (ii) no
Person other than such Grantor owns an interest in such Instruments (whether as joint holders, participants or otherwise). 
 4.11        Letter of Credit Rights. Such Grantor does not have any Letter-of-Credit Rights having a potential value in excess of $100,000 except as set
forth in Schedule 7 or as have been notified to the Administrative Agent in accordance with Section 5.22. 
 4.12        Commercial Tort Claims. Such Grantor does not have any Commercial Tort Claims having a potential value in excess of $100,000 except as set forth
in Schedule 8 or as have been notified to the Administrative Agent in accordance with Section 5.21. 
 SECTION
5.        COVENANTS 
 In addition to the covenants of the Grantors set
forth in the Credit Agreement (including, as applicable, any such covenants which Holdings or any Borrower is required to cause any such Grantor to observe), which covenants (including any such covenants set forth in Section 2.20 of the Credit
Agreement) are incorporated herein by this reference, each Grantor covenants and agrees with the Administrative Agent and the other Secured Parties that, from and after the date of this Agreement until the Discharge of Obligations: 

5.1        Delivery of Instruments, Certificated Securities and Chattel
Paper. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument (other than checks, drafts or other Instruments that will be promptly deposited in an Investment Account), Certificated
Security or Chattel Paper evidencing an amount in excess of $100,000, such Instrument, Certificated Security or Chattel Paper shall be promptly delivered to the Administrative Agent, duly indorsed in a manner satisfactory to the Administrative
Agent, to be held as Collateral pursuant to this Agreement. 

5.2        Maintenance of Insurance. 

(a)        Such Grantor will maintain, with financially sound and reputable
companies, insurance policies (i) insuring all of its property in accordance with the requirements set forth at Section 6.6 of the Credit Agreement, (ii) insuring the Inventory and Equipment against loss by fire, explosion, theft and
such other casualties as may be reasonably satisfactory to the Administrative Agent, and (iii) insuring such Grantor, the Administrative Agent and the other Secured Parties against liability for personal injury and property damage relating to
such Inventory and Equipment, such policies to be in such form and amounts and having such coverage as may be reasonably satisfactory to the Administrative Agent and the other Secured Parties. 

(b)        All such insurance shall (i) provide that no cancellation,
material reduction in amount or material change in coverage thereof shall be effective until at least 30 days after receipt by the Administrative Agent of written notice thereof, (ii) name the Administrative Agent as an additional insured party
or loss payee, (iii) to the extent available on commercially reasonable terms, and if reasonably requested by the Administrative Agent, include a breach of warranty clause and (iv) be reasonably satisfactory in all other respects to the
Administrative Agent. 

  
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 (c)        Each Grantor shall
deliver to the Administrative Agent a report of a reputable insurance broker with respect to such insurance substantially concurrently with each delivery of Holdings’ audited annual financial statements pursuant to Section 6.1(a) of the
Credit Agreement and such supplemental reports with respect thereto as the Administrative Agent may from time to time reasonably request. 
 5.3        Maintenance of Perfected Security Interest; Further Documentation. 

(a)        Such Grantor shall maintain the security interests of the
Administrative Agent (for the ratable benefit of the Secured Parties) granted by such Grantor pursuant to the terms of this Agreement as perfected security interests having at least the priority described in Section 4.2 and shall defend
such security interests against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral. 

(b)        Such Grantor will furnish to the Administrative Agent from time to
time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detail. 

(c)        At any time and from time to time, upon the written request of the
Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may
reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform
Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) in the case of Investment Property, Investment Accounts, Letter-of-Credit Rights and any other relevant
Collateral, taking any actions necessary to enable the Administrative Agent to obtain “control” (within the meaning of the UCC) with respect thereto to the extent required hereunder. 

5.4        Changes in Locations, Name, Etc. Such Grantor will not, except
upon 15 days’ (or such shorter period as may be agreed to by the Administrative Agent) prior written notice to the Administrative Agent and delivery to the Administrative Agent of (a) all additional executed financing statements and other
documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the security interests provided for herein, and (b) if applicable, a written supplement to Schedule 4 showing the relevant
new jurisdiction of organization, location of chief executive office or sole place of business, as appropriate: 
 (i)          change its jurisdiction of organization, identification number from the jurisdiction of organization (if any) or the location of its chief
executive office or sole place of business, as appropriate, from that referred to in Section 4.3; 

(ii)         change its name; or 

(iii)        subject to Section 5.14, locate any Collateral in any
state or other jurisdiction other than those in which such Grantor operates as of the Closing Date. 

5.5        Notices. Such Grantor will advise the Administrative Agent
promptly, in reasonable detail, of: 
 (a)        any Lien (other than
Liens permitted under Section 7.3 of the Credit Agreement) on any of the Collateral; and 

  
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 (b)        the occurrence of any
other event which could reasonably be expected to have a material adverse effect on the aggregate value of the Collateral or on the security interests created hereby. 

5.6        Instruments; Investment Property. 

(a)        Upon the request of the Administrative Agent, such Grantor will
(i) promptly deliver to the Administrative Agent, or an agent designated by it, appropriately endorsed or accompanied by appropriate instruments of transfer or assignment, all Instruments, Documents, Chattel Paper and certificated securities
with respect to any Investment Property held by such Grantor, all letters of credit of such Grantor, and all other Rights to Payment held by such Grantor at any time evidenced by promissory notes, trade acceptances or other instruments, and
(ii) provide such notice, obtain such acknowledgments and take all such other action, with respect to any Chattel Paper, Documents and Letter-of-Credit Rights held by such Grantor, as the Administrative Agent shall reasonably specify.

 (b)        If such Grantor shall become entitled to receive or shall
receive any certificate (including any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights
in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any Pledged Collateral, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the
Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent and the other Secured Parties and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such
Grantor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the
Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations; provided that in no event shall this Section 5.6(b) apply to any Excluded Assets. Any sums paid upon or in respect
of the Investment Property upon the liquidation or dissolution of any Issuer shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be paid over to the Administrative Agent to be held by it hereunder
as additional collateral security for the Secured Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property
pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative
Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of such Investment Property shall be
received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, unless otherwise subject to a perfected security interest in favor of the Administrative Agent, hold such money or property
in trust for the Administrative Agent and the other Secured Parties, segregated from other funds of such Grantor, as additional collateral security for the Secured Obligations. 

(c)        In the case of any Grantor which is an Issuer, such Issuer agrees
that (i) it will be bound by the terms of this Agreement relating to the Capital Stock issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in
writing of the occurrence of any of the events described in Section 5.6(a) and (b) with respect to the Pledged Collateral issued by it and (iii) the terms of Sections 6.3(c) and 6.7 shall apply to it, mutatis
mutandis, with respect to all actions that may be required of it pursuant to Section 6.3(c) or 6.7 with respect to the Capital Stock issued by it. 

  
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 5.7        Securities Accounts;
Deposit Accounts. 
 (a)        With respect to (i) any
Securities Account, such Grantor shall cause any applicable securities intermediary maintaining such Securities Account to show on its books that the Administrative Agent is the entitlement holder with respect to such Securities Account, and, if
requested by the Administrative Agent, cause such securities intermediary to enter into a Securities Account Control Agreement in form and substance reasonably satisfactory to the Administrative Agent with respect to such Securities Account pursuant
to which such securities intermediary shall agree to comply with the Administrative Agent’s “entitlement orders” without further consent by such Grantor, as requested by the Administrative Agent; and (ii) any Deposit Account,
such Grantor shall enter into and shall cause the depositary institution maintaining such account to enter into a Deposit Account Control Agreement in form and substance reasonably satisfactory to the Administrative Agent pursuant to which the
Administrative Agent shall be granted “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account; provided that the foregoing shall not require the delivery by any Grantor of a Control Agreement with
respect to any Investment Account (other than a Designated Deposit Account (but subject to Section 5.3 of the Credit Agreement)) of such Grantor if the balance of such Investment Account is less than $100,000 individually, and the balance of
all Investment Accounts of such Grantor that are not subject to the Administrative Agent’s perfected Lien does not exceed $500,000 in the aggregate. 
 (b)        The Administrative Agent agrees that it will only communicate “entitlement orders” (i) with respect to the Deposit Accounts of the
Grantors during the existence of an Event of Default (or, as applicable and solely with respect to any of the UCTSS Designated Deposit Account, the Acquired Business Designated Deposit Account and the Singapore Designated Deposit Account, during the
existence of a Liquidity Event or an Event of Default), and (ii) with respect to the Securities Accounts of the Grantors during the existence of an Event of Default. 

(c)        Such Grantor shall give the Administrative Agent prompt notice of the
establishment of any new Deposit Account and of any new Securities Account established by such Grantor with respect to any Investment Property held by such Grantor. 

5.8        Intellectual Property. 

(a)        Such Grantor (either itself or through licensees) will
(i) continue to use each material Trademark in order to maintain such material Trademark in full force free from any claim of abandonment for non-use, (ii) maintain as in the past the quality of products and services offered under each
such material Trademark, (iii) use each such material Trademark with the appropriate notice of registration and all other notices and legends required by applicable Requirements of Law, (iv) not adopt or use any mark which is confusingly
similar or a colorable imitation of any such material Trademark unless the Administrative Agent, for the ratable benefit of the Secured Parties, shall obtain, to the extent available, a perfected security interest in such mark pursuant to this
Agreement, and (v) not (and not knowingly permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any such material Trademark may become invalidated or impaired in any way. 

(b)        Such Grantor (either itself or through licensees) will not do any
act, or omit to do any act, whereby any material Patent may become forfeited, abandoned or dedicated to the public. 
 (c)        Such Grantor (either itself or through licensees) will not (and will not permit any licensee or sublicensee thereof to) do any act or knowingly omit to
do any act whereby any such material Copyrights may become invalidated or otherwise impaired. Such Grantor will not (either itself or through licensees) do any act whereby any material portion of such Copyrights may fall into the public domain.


  
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 (d)        Such Grantor (either
itself or through licensees) will not do any act that knowingly uses any material Intellectual Property to infringe the intellectual property rights of any other Person. 

(e)        Such Grantor will notify the Administrative Agent promptly if it
knows, or has reason to know, that any application or registration relating to any material Intellectual Property may become forfeited, abandoned or dedicated to the public, or of any material adverse determination or development (including, without
limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court or tribunal in any country) regarding such Grantor’s
ownership of, or the validity of, any material Intellectual Property or such Grantor’s right to register the same or to own and maintain the same. 
 (f)        Whenever such Grantor, either by itself or through any agent, employee, licensee or designee, shall file an application for the registration of any
Patent or Trademark with the U.S. Patent and Trademark Office or any similar office or agency in any other country or political subdivision thereof, such Grantor shall report (i) the initial application to and (ii) the corresponding grant,
if any, of the Patent or Trademark from the U.S. Patent and Trademark Office to the Administrative Agent, each within 45 days after the last day of the fiscal quarter in which such filing or grant, as applicable, occurs. Whenever such Grantor,
either by itself or through any agent, employee, licensee or designee, shall file an application for the registration of any Copyright with the U.S. Copyright Office, such Grantor shall report the filing of the initial application to the
Administrative Agent not less than 14 days prior to such filing. Upon request of the Administrative Agent, other than in respect of intent-to-use trademark or service mark applications, such Grantor shall execute and deliver, and have recorded, any
and all agreements, instruments, documents, and papers as the Administrative Agent may reasonably request to evidence the Administrative Agent’s and the other Secured Parties’ security interest in any Copyright, Patent or Trademark and the
goodwill and general intangibles of such Grantor relating thereto or represented thereby. 

(g)        Such Grantor will take all reasonable and necessary steps, including,
without limitation, in any proceeding before the U.S. Patent and Trademark Office, the U.S. Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each material application
(and to obtain the relevant registration) and to maintain each registration of the material U.S. Intellectual Property, including filing of applications for renewal, affidavits of use and affidavits of incontestability. 

(h)        In the event that any material Intellectual Property is infringed,
misappropriated or diluted by a third party, such Grantor shall take such actions as such Grantor shall reasonably deem appropriate under the circumstances to protect such Intellectual Property. 

5.9        Receivables. Other than in the ordinary course of business
consistent with its past practice and other than as otherwise expressly permitted by Section 6.3(b) of the Credit Agreement, such Grantor will not (a) grant any extension of the time of payment of any Receivable of such Grantor,
(b) compromise or settle any such Receivable for less than the full amount thereof, (c) release, wholly or partially, any Person liable for the payment of any such Receivable, (d) allow any credit or discount whatsoever on any such
Receivable, or (e) amend, supplement or modify any such Receivable in any manner that could adversely affect the value thereof. 
 5.10        Defense of Collateral. Such Grantor will appear in and defend any action, suit or proceeding which may affect to a material extent its title to,
or right or interest in, or the Administrative Agent’s right or interest in, any material portion of the Collateral of such Grantor. 

  
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 5.11        Preservation of
Collateral. Such Grantor will do and perform all reasonable acts that may be necessary and appropriate to maintain, preserve and protect the Collateral of such Grantor. 

5.12        Compliance with Laws, Etc. Such Grantor will comply in all
material respects with all laws, regulations and ordinances, and all policies of insurance, relating in a material way to the possession, operation, maintenance and control of the Collateral of such Grantor. 

5.13        Location of Books and Chief Executive Office. Such Grantor
will: (a) keep all Books pertaining to the Rights to Payment of such Grantor at the locations set forth in Schedule 4; and (b) give at least 15 days’ prior written notice to the Administrative Agent of any changes in
any location where Books pertaining to the Rights to Payment of such Grantor are kept, including any change of name or address of any service bureau, computer or data processing company or other Person preparing or maintaining any such Books or
collecting Rights to Payment for such Grantor. 

5.14        Location of Collateral. Such Grantor will: (a) keep the
Collateral held by such Grantor at the locations set forth in Schedule 5 or at such other locations as may be disclosed in writing to the Administrative Agent pursuant to clause (b) and will not remove any such Collateral from such
locations (other than in connection with sales of Inventory in the ordinary course of such Grantor’s business, the movement of Collateral as part of such Grantor’s supply chain and in the ordinary course of such Grantor’s business,
other dispositions permitted by Section 7.5 of the Credit Agreement and movements of Collateral from one disclosed location to another disclosed location within the United States), except upon at least 15 days’ prior written notice of any
removal to the Administrative Agent; and (b) give the Administrative Agent at least 15 days’ prior written notice of any change in the locations set forth in Schedule 5. 

5.15        Maintenance of Records. Such Grantor will keep separate,
accurate and complete Books with respect to Collateral held by such Grantor, disclosing the Administrative Agent’s security interest hereunder. 
 5.16        Disposition of Collateral. Such Grantor will not surrender or lose possession of (other than to the Administrative Agent), sell, lease, rent, or
otherwise dispose of or transfer any of the Collateral held by such Grantor or any right or interest therein, except to the extent permitted by the Loan Documents. 

5.17        Liens. Such Grantor will keep the Collateral held by such
Grantor free of all Liens except Liens permitted under Section 7.3 of the Credit Agreement. 

5.18        Expenses. Such Grantor will pay all expenses of protecting,
storing, warehousing, insuring, handling and shipping the Collateral held by such Grantor, to the extent the failure to pay any such expenses could reasonably be expected to materially and adversely affect the value of the Collateral. 

5.19        Leased Premises; Collateral Held by Warehouseman, Bailee,
Etc. Such Grantor shall observe the covenant of Holdings and each Borrower set forth at Section 6.12(d) of the Credit Agreement, which covenant by its terms Holdings and each Borrower are required to cause each Grantor (other than Holdings
and each Borrower) to observe. 
 5.20        Chattel Paper. Such
Grantor will not create any Chattel Paper without placing a legend on such Chattel Paper acceptable to the Administrative Agent indicating that the Administrative Agent has a security interest in such Chattel Paper. Such Grantor will give the
Administrative Agent immediate notice if such Grantor at any time holds or acquires an interest in any Chattel Paper, including any Electronic Chattel Paper and shall comply, in all respects, with the provisions of Section 5.1 hereof.


  
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 5.21        Commercial Tort
Claims.    Such Grantor will give the Administrative Agent prompt notice if such Grantor shall at any time hold or acquire any Commercial Tort Claim with a potential value in excess of $100,000. 

5.22        Letter-of-Credit Rights.    Such Grantor
will give the Administrative Agent prompt notice if such Grantor shall at any time hold or acquire any Letter-of-Credit Rights with a potential value in excess of $100,000. 

5.23        Shareholder Agreements and Other Agreements. 

(a)        Such Grantor shall comply with all of its obligations under any
shareholders agreement, operating agreement, partnership agreement, voting trust, proxy agreement or other agreement or understanding (collectively, the “Pledged Collateral Agreements”) to which it is a party and shall
enforce all of its rights thereunder, except, with respect to any such Pledged Collateral Agreement relating to any Pledged Collateral issued by a Person other than a Subsidiary of a Grantor, to the extent the failure to enforce any such rights
could reasonably be expected to materially and adversely affect the value of the Pledged Collateral to which any such Pledged Collateral Agreement relates. 
 (b)        Such Grantor agrees that no Pledged Stock (i) shall be dealt in or traded on any securities exchange or in any securities market, (ii) shall
constitute an investment company security, or (iii) shall be held by such Grantor in a Securities Account. 
 (c)        Subject to the terms and conditions of the Credit Agreement, including Sections 7.3 and 7.5 thereof, such Grantor shall not vote to enable any
amendment to, termination of, or waiver of compliance with, or take any other action to amend, terminate, or waive compliance with, any of the terms of any such Pledged Collateral Agreement, certificate or articles of incorporation, bylaws or other
organizational documents in any way that materially and adversely affects the validity, perfection or priority of the Administrative Agent’s security interest therein or in the other Collateral or that otherwise materially impairs the interests
of the Secured Parties. 
 SECTION 6.        REMEDIAL PROVISIONS 

Each Grantor covenants and agrees with the Administrative Agent and the other Secured Parties that, from and after the
date of this Agreement until the Discharge of Obligations: 

6.1        Certain Matters Relating to Receivables. 

(a)        The Administrative Agent hereby authorizes each Grantor to collect
such Grantor’s Receivables (and, with respect to each U.S. Revolving Borrower and the Singapore Borrower, to collect such Grantor’s receivables in accordance with Section 6.3 of the Credit Agreement), and the Administrative Agent may
curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any
payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if
required, in a Collateral Account over which the Administrative Agent has control, subject to withdrawal by the Administrative Agent for the account of the Secured Parties only as provided in Section 6.5, and (ii) until so turned
over, shall be held by such Grantor in trust for the Administrative Agent and the other Secured Parties, segregated from other funds of such Grantor. After the occurrence and during the continuance of an Event of Default, each such deposit of
Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. 

  
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 (b)        At the Administrative
Agent’s request, after the occurrence of an Event of Default, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the
Receivables, including, without limitation, all original orders, invoices and shipping receipts. 

6.2        Communications with Obligors; Grantors Remain Liable.

 (a)        The Administrative Agent in its own name or in the name
of others may at any time after the occurrence and during the continuance of an Event of Default communicate with obligors under the Receivables to verify with them to the Administrative Agent’s satisfaction the existence, amount and terms of
any Receivables. 
 (b)        Upon the request of the Administrative
Agent, at any time after the occurrence and during the continuance of an Event of Default, each Grantor shall notify obligors on the Receivables that the Receivables have been assigned to the Administrative Agent for the ratable benefit of the
Secured Parties and that payments in respect thereof shall be made directly to the Administrative Agent. 

(c)        Anything herein to the contrary notwithstanding, each Grantor shall
remain liable under each of the Receivables to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Administrative
Agent nor any other Secured Party shall have any obligation or liability under any Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Administrative Agent or any Lender of any
payment relating thereto, nor shall the Administrative Agent nor any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Receivable (or any agreement giving rise thereto), to make
any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to
collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. 
 6.3        Investment Property. 
 (a)        Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given written notice to the relevant Grantor of
the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Collateral and all payments made in
respect of the Pledged Notes to the extent not prohibited by the Credit Agreement, and to exercise all voting and corporate or other organizational rights with respect to the Investment Property of such Grantor; provided, however, that
no vote shall be cast or corporate or other organizational right exercised or other action taken which, in the Administrative Agent’s reasonable discretion, would materially impair the Collateral or which would be inconsistent with or result in
any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. 

(b)        If an Event of Default shall occur and be continuing and the
Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right (A) to receive any and all cash dividends, payments or other Proceeds paid
in respect of the Investment Property (including the Pledged Collateral) of any or all of the Grantors and make application thereof to the Secured Obligations in the order set forth in Section 6.5, and (B) to exchange uncertificated
Pledged Collateral for certificated Pledged Collateral and to exchange certificated Pledged Collateral for certificates of larger or smaller denominations, for any purpose consistent with this Agreement (in each case to the extent such exchanges are
permitted under the applicable Pledged Collateral Agreements or otherwise agreed upon by the Issuer of such Pledged 

  
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Collateral), and (ii) any and all of such Investment Property shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may
thereafter exercise (x) all voting, corporate and other rights pertaining to such Investment Property at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and
subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of any such Investment
Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right,
privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of such Investment Property with any committee, depositary, transfer agent, registrar or other designated agency
upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right,
privilege or option and shall not be responsible for any failure to do so or delay in so doing. 

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

(d)        (i) If an Event of Default shall have occurred and be continuing, the
Administrative Agent shall have the right to apply the balance from any Deposit Account of any Grantor or instruct the bank at which any such Deposit Account is maintained to pay the balance of any such Deposit Account to or for the benefit of the
Administrative Agent to be applied to the Obligations in accordance with the terms of the Loan Documents, and (ii) if a Liquidity Event shall have occurred and be continuing, Administrative Agent shall have the right to apply the balance from
any of the UCTSS Designated Deposit Account, the Acquired Business Designated Deposit Account and the Singapore Designated Deposit Account (or, in the event that any such Deposit Account is not then maintained with SVB, instruct the bank at which
any such Deposit Account is maintained) to pay the balance of any such Deposit Account to or for the benefit of the Administrative Agent to be applied to the Obligations of the Revolving Borrowers in accordance with the terms of the Loan Documents.

 6.4        Proceeds to be Turned Over To Administrative
Agent.    In addition to the rights of the Administrative Agent and the other Secured Parties specified in Section 6.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing,
all Proceeds received by any Grantor consisting of cash, checks, Cash Equivalents and other near-cash items shall be held by such Grantor in trust for the Administrative Agent and the other Secured Parties, segregated from other funds of such
Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Administrative Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Administrative Agent, if required). All Proceeds received by the
Administrative Agent hereunder shall be held by the Administrative Agent in a Collateral Account over which it maintains control, within the meaning of the UCC. All Proceeds while held by the Administrative Agent in a Collateral Account (or by such
Grantor in trust for the Administrative Agent and the other Secured Parties) shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in
Section 6.5. 

  
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 6.5        Application of
Proceeds.    If an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent’s election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral,
whether or not held in any Collateral Account, in payment of the Secured Obligations in accordance with Section 8.3 of the Credit Agreement. 
 6.6        Code and Other Remedies.    If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the
Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured
party under the UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice
required by law) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral,
or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or
private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on
credit or for future delivery without assumption of any credit risk. The Administrative Agent or any other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or
sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s
request, during the existence of an Event of Default, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor’s premises or
elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.6, in accordance with the provisions of Section 6.5, only after deducting all reasonable costs and expenses
of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the other Secured Parties hereunder, including,
without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as is contemplated by Section 8.3 of the Credit Agreement, and only after such application and
after the payment by the Administrative Agent of any other amount required by any provision of law, including Section 9-615(a)(3) of the UCC, but only to the extent of the surplus, if any, owing to any Grantor. To the extent permitted by
applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party arising out of the exercise by any of them of any rights hereunder, except to the extent caused by the
gross negligence or willful misconduct of the Administrative Agent or such Secured Party or their respective agents. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable
and proper if given at least 10 days before such sale or other disposition. 

6.7        Registration Rights. 

(a)        If the Administrative Agent shall determine to exercise its right to
sell any or all of the Pledged Stock pursuant to Section 6.6, and if in the opinion of the Administrative Agent it is necessary or advisable to have the Pledged Stock, or that portion thereof to be sold, registered under the provisions
of the Securities Act, the relevant Grantor will cause the Issuer thereof to (i) execute and deliver, and cause the directors and officers of such Issuer to execute and deliver, all such instruments and documents, and do or cause to be done all
such other acts as may be, in the opinion of the Administrative Agent, necessary or advisable to register the Pledged Stock, or that portion thereof to be sold, under the 

  
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provisions of the Securities Act, (ii) use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the
date of the first public offering of the Pledged Stock, or that portion thereof to be sold, and (iii) make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative Agent, are necessary or advisable,
all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. Each Grantor agrees to cause such Issuer to comply with the provisions of the securities or
“Blue Sky” laws of any and all jurisdictions which the Administrative Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the
provisions of Section 11(a) of the Securities Act. 

(b)        Each Grantor recognizes that the Administrative Agent may be unable
to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a
restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that
any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable
manner. Subject to its compliance with state securities laws applicable to private sales, the Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuer thereof
to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so. 
 (c)        Each Grantor agrees to use commercially reasonable efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales
of all or any portion of the Pledged Stock pursuant to this Section 6.7 valid and binding and in compliance with any applicable Requirement of Law. Each Grantor further agrees that a breach of any of the covenants contained in this
Section 6.7 will cause irreparable injury to the Administrative Agent and the other Secured Parties, that the Administrative Agent and the other Secured Parties have no adequate remedy at law in respect of such breach and, as a
consequence, that each and every covenant contained in this Section 6.7 shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any defenses against an action for specific
performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreement. 
 6.8        Intellectual Property License.    Solely for the purpose of enabling the Administrative Agent to exercise rights and remedies
under this Section 6 and at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Administrative Agent, for the benefit of the Secured Parties, an
irrevocable, non-exclusive, worldwide license (exercisable without payment of royalty or other compensation to such Grantor), subject, in the case of Trademarks, to sufficient rights to quality control and inspection in favor of such Grantor to
avoid the risk of invalidation of said Trademarks, to use, operate under, license, or sublicense any Intellectual Property now owned or hereafter acquired by the Grantors. 

6.9        Deficiency.    Each Grantor shall remain
liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay its Secured Obligations and the fees and disbursements of any attorneys employed by the Administrative Agent or any other Secured
Party to collect such deficiency. 

  
 25 









 SECTION 7.        THE ADMINISTRATIVE AGENT 

Each Grantor covenants and agrees with the Administrative Agent and the other Secured Parties that: 

7.1         Administrative Agent’s Appointment as Attorney-in-Fact,
etc. 
 (a)        Each Grantor hereby irrevocably constitutes and
appoints the Administrative Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such
Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of
this Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following:

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

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

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

(iv)        execute, in connection with any sale provided for in
Section 6.6 or 6.7, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and 
 (v)        (A) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder
directly to the Administrative Agent or as the Administrative Agent shall direct; (B) ask or demand for, collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect
of or arising out of any Collateral; (C) sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with
any of the Collateral; (D) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any
Collateral; (E) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (F) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or
releases as the Administrative Agent may deem appropriate; (G) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Copyright, Patent or Trademark pertains), throughout the world for such term or
terms, on such conditions, and in such manner, as the Administrative Agent shall in its sole discretion determine; and (H) generally, sell, transfer, pledge and make any agreement with 

  
 26 









 
respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and do, at the Administrative
Agent’s option and such Grantor’s expense, at any time, or from time to time, all acts and things which the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent’s and
the other Secured Parties’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do. 
 Anything in this Section 7.1(a) to the contrary notwithstanding, the Administrative Agent agrees that it will not exercise any rights under the power of attorney provided for in this
Section 7.1(a) unless an Event of Default shall have occurred and be continuing. 

(b)        If any Grantor fails to perform or comply with any of its agreements
contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement. 

(c)        The expenses of the Administrative Agent incurred in connection with
actions undertaken as provided in this Section 7.1, together with interest thereon at a rate per annum equal to the highest rate per annum at which interest would then be payable on any category of past due ABR Loans under the Credit
Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand. 

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

 7.2        Duty of Administrative Agent. The Administrative
Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9207 of the UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent
deals with similar property for its own account. Neither the Administrative Agent, any other Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the
Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any
part thereof. The powers conferred on the Administrative Agent and the other Secured Parties hereunder are solely to protect the Administrative Agent’s and the other Secured Parties’ interests in the Collateral and shall not impose any
duty upon the Administrative Agent or any other Secured Party to exercise any such powers. The Administrative Agent and the other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such
powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct. 

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

  
 27 









 SECTION 8.        MISCELLANEOUS 

8.1        Amendments in Writing. None of the terms or provisions of this
Agreement may be waived, amended, supplemented or otherwise modified except in accordance with Section 10.1 of the Credit Agreement. 
 8.2        Notices. All notices, requests and demands to or upon the Administrative Agent or any Grantor hereunder shall be effected in the manner provided
for in Section 10.2 of the Credit Agreement; provided that any such notice, request or demand to or upon any Guarantor shall be addressed to such Guarantor at its notice address set forth on Schedule 1. 

8.3        No Waiver by Course of Conduct; Cumulative Remedies. Neither
the Administrative Agent nor any other Secured Party shall by any act (except by a written instrument pursuant to Section 8.1), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have
acquiesced in any Default or Event of Default, as applicable. No failure to exercise, nor any delay in exercising, on the part of the Administrative Agent or any other Secured Party, any right, power or privilege hereunder shall operate as a waiver
thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Administrative Agent or any other Secured
Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Administrative Agent or such other Secured Party would otherwise have on any future occasion. The rights and remedies herein
provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law. 
 8.4        Enforcement Expenses; Indemnification. 
 (a)        The Grantors shall pay (i) all reasonable out of pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable
fees, charges and disbursements of counsel for the Administrative Agent), and shall pay all fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the preparation, negotiation,
execution, delivery and administration of this Agreement and the other Security Documents, or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated by the Credit Agreement shall be
consummated), and (ii) all out of pocket expenses incurred by the Administrative Agent or any Lender (including the fees, charges and disbursements of any counsel for the Administrative Agent or any Lender), and shall pay all fees and time
charges for attorneys who may be employees of the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Security Documents, including its rights under this
Section. 
 (b)        The Grantors shall indemnify each Indemnitee
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), and shall indemnify and hold harmless each
Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by such Grantor arising out of, in connection with, or as a result of
(i) the execution or delivery of this Agreement, any other Security Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the
consummation of the transactions contemplated hereby or thereby, or (ii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other


  
 28 









 
theory, whether brought by a third party or by such Grantor or any other Loan Party, 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 (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by such Grantor or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan
Document, if such Grantor or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. 

(c)        To the fullest extent permitted by applicable law, no Grantor shall
assert, and each Grantor hereby waives, any claim such Grantor may at any time have against any Indemnitee, 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, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or the transactions contemplated hereby or thereby. No Indemnitee referred to in paragraph (b) above shall be
liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the
other Loan Documents or the transactions contemplated hereby or thereby. 

(d)        The Grantors agree to pay, and to save the Administrative Agent and
each other Secured Party harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes (including any withholding taxes) which may be payable or determined to be
payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement (including any such stamp, excise, sales or other taxes (including any withholding taxes) assessed by any Governmental
Authority of The Republic of Singapore). 
 (e)        To the extent
not included in the foregoing and for the avoidance of doubt, the Guarantors agree to pay or reimburse the Administrative Agent and each other Secured Party for all its costs and expenses incurred in collecting against such Guarantor under the
guaranty contained in Section 2 of this Agreement or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including the fees and disbursements of counsel
(including the allocated fees and expenses of in-house counsel) to the Administrative Agent and of counsel to each other Secured Party. 
 (f)        All amounts due under this Section shall be payable promptly after demand therefor. 

(g)        The agreements in this Section 8.4 shall survive
repayment of the Secured Obligations and any other amounts payable under the Credit Agreement and the other Loan Documents. 
 8.5        Successors and Assigns. This Agreement shall be binding upon the successors and assigns of each Grantor and shall inure to the benefit of the
Administrative Agent and each other Secured Party and their respective successors and assigns; provided that no Grantor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent
of the Administrative Agent. 
 8.6        Set Off. Each Grantor
hereby irrevocably authorizes the Administrative Agent and each other Secured Party and any Affiliate thereof at any time and from time to time after the occurrence and during the continuance of an Event of Default, without notice to such Grantor or
any other Grantor, any such notice being expressly waived by each Grantor, to setoff and appropriate and apply any and all 

  
 29 









 
deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect,
absolute or contingent, matured or unmatured, at any time held or owing by the Administrative Agent or such Secured Party or such Affiliate to or for the credit or the account of such Grantor, or any part thereof in such amounts as the
Administrative Agent or such Secured Party may elect, against and on account of the Secured Obligations and liabilities of such Grantor to the Administrative Agent or such Secured Party hereunder and under the other Loan Documents and claims of
every nature and description of the Administrative Agent or such Secured Party against such Grantor, in any currency, whether arising hereunder, under the Credit Agreement, any other Loan Document or otherwise, as the Administrative Agent or such
Secured Party may elect, whether or not the Administrative Agent or any other Secured Party has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The rights of the Administrative Agent
and each other Secured Party under this Section 8.6 are in addition to other rights and remedies (including, without limitation, other rights of setoff) which the Administrative Agent or such other Secured Party may have. 

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

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

8.9        Section Headings. The Section headings used in this
Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof. 
 8.10        Integration. This Agreement and the other Loan Documents represent the entire agreement of the Grantors, the Administrative Agent and the other
Secured Parties with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent or any other Secured Party relative to the subject matter hereof and thereof
not expressly set forth or referred to herein or in the other Loan Documents. 

8.11        GOVERNING LAW; Submission to Jurisdiction; Jury Trial Waiver;
Process Agent Appointment. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. THE PROVISIONS OF SECTION 10.14 OF THE CREDIT AGREEMENT REGARDING SUBMISSION TO JURISDICTION AND
JURY TRIAL WAIVER SHALL BE APPLICABLE TO THIS AGREEMENT AND ARE HEREBY INCORPORATED HEREIN BY REFERENCE, MUTATIS MUTANDIS, AS IF SUCH PROVISIONS WERE FULLY SET FORTH HEREIN. In addition, the Singapore Borrower hereby irrevocably appoints
UCTSS (the “Process Agent”), with an office on the date hereof at the address specified in Section 10.2 of the Credit Agreement, as its authorized agent with all powers necessary to receive on its behalf service of
copies of the summons and complaint and any other process which may be served in any action or proceeding arising out of or relating to the Loan Documents in any of the courts in and of the State of New York or the State of California, as
applicable. Such service may be made by mailing or delivering a copy of such process to the Singapore Borrower in care of the Process Agent at the Process Agent’s above address and the Singapore Borrower hereby irrevocably authorizes and
directs the Process Agent to accept such service on its behalf and agrees that the failure of the Process Agent to give any notice of any such service to the Singapore Borrower shall not impair or affect the validity of such service or of any
judgment rendered in any action or proceeding based thereon. If for any 

  
 30 









 
reason UCTSS shall cease to act as Process Agent, the Singapore Borrower shall appoint forthwith, in the manner provided for herein, a successor Process Agent qualified to act as an agent for
service of process with respect to all courts in and of the State of New York and the State of California and acceptable to the Administrative Agent. Nothing in this paragraph shall affect the right of Administrative Agent or any Lender to serve
legal process in any other manner permitted by law or limit the right of the Administrative Agent or any Lender to bring any action or proceeding against the Singapore Borrower or its property in the courts of other jurisdictions. To the extent that
the Singapore Borrower has or hereafter may acquire any right of immunity from jurisdiction of any court on the grounds of sovereignty or otherwise with respect to itself or its property, the Singapore Borrower hereby irrevocably waives such
immunity for itself and for its property in respect of all of its Obligations under the Loan Documents. 

8.12        Acknowledgements. Each Grantor hereby acknowledges that:

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

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

(c)        no joint venture is created hereby or by the other Loan Documents or
otherwise exists by virtue of the transactions contemplated hereby among any of the Secured Parties or among the Grantors and any of the Secured Parties. 
 8.13        Additional Grantors. Each Subsidiary of a Grantor that is required to become a party to this Agreement pursuant to Section 6.12 of the
Credit Agreement shall become a Grantor for all purposes of this Agreement upon execution and delivery by such Subsidiary of an Assumption Agreement in the form of Annex 1 hereto, and each Grantor shall cause such Subsidiary to so execute and
deliver such Assumption Agreement in accordance with the provisions of this Agreement and the other Loan Documents. 
 8.14        Releases. 
 (a)        Upon the Discharge of Obligations, the Collateral shall be released from the Liens in favor of the Administrative Agent and the other Secured Parties
created hereby, this Agreement shall terminate with respect to the Administrative Agent and the other Secured Parties, and all obligations (other than those expressly stated to survive such termination) of each Grantor to the Administrative Agent or
any other Secured Party hereunder shall terminate, all without delivery of any instrument or performance of any act by any party. At the sole expense of any Grantor following any such termination, the Administrative Agent shall deliver such
documents as such Grantor shall reasonably request to evidence such termination. 

(b)        If any of the Collateral shall be sold, transferred or otherwise
disposed of by any Grantor in a transaction permitted by Section 7 of the Credit Agreement, then the Administrative Agent, at the request and sole expense of such Grantor, shall promptly execute and deliver to such Grantor all releases or other
documents reasonably necessary or desirable for the release of the Liens created hereby on such Collateral, as applicable. At the request and sole expense of the Borrowers, a Guarantor shall be released from its obligations hereunder in the event
that all the Capital Stock of such Guarantor shall be sold, transferred or otherwise disposed of to a Person other than a Grantor in a transaction permitted by Section 7 of the Credit Agreement; provided that the Borrowers shall have
delivered to the Administrative 

  
 31 









 
Agent, at least 30 days, or such shorter period as the Administrative Agent may agree, prior to the date of the proposed release, a written request for release identifying the relevant Guarantor
and the terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Borrowers stating that such transaction is in compliance with terms and
provisions of the Credit Agreement and the other Loan Documents. 
 [remainder of page intentionally left blank]


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

			
	 GRANTORS:
  

ULTRA CLEAN HOLDINGS, INC.

		
	By:	 	 /s/ Kevin C. Eichler

		
	Name:	 	 Kevin C. Eichler

		
	Title:	 	 Chief Financial Officer, Senior

		
		 	 Vice President and Secretary

	
	 ULTRA CLEAN TECHNOLOGY SYSTEMS
 AND SERVICE, INC.

		
	By:	 	 /s/ Kevin C. Eichler

		
	Name:	 	 Kevin C. Eichler

		
	Title:	 	 Secretary, Vice President and

		
		 	 Chief Financial Officer

	
	 AMERICAN INTEGRATION TECHNOLOGIES
 LLC

		
	By:	 	 /s/ Kevin C. Eichler

		
	Name:	 	 Kevin C. Eichler

		
	Title:	 	 Chief Financial Officer, Senior

		
		 	 Vice President and Secretary

	
	ULTRA CLEAN ASIA PACIFIC PTE. LTD.
		
	By:	 	 /s/ Heng Swee Kwang

		
	Name:	 	 Heng Swee Kwang

		
	Title:	 	 Director




  
 Signature Page
1 to Guarantee and Collateral Agreement 








 
			
	UCT SIEGER ENGINEERING LLC
		
	By:	 	/s/ Kevin C. Eichler
		
	Name:	 	Kevin C. Eichler
		
	Title:	 	Secretary and Chief Financial Officer
	
	INTEGRATED FLOW SYSTEMS, LLC
		
	By:	 	/s/ Kevin C. Eichler
		
	Name:	 	Kevin C. Eichler
		
	Title:	 	Chief Financial Officer, Senior Vice President and Secretary



  
 Signature Page
2 to Guarantee and Collateral Agreement 








 
			
	 ADMINISTRATIVE AGENT:
  

SILICON VALLEY BANK

		
	By:	 	/s/ Alexis Coyle
		
	Name:	 	Alexis Coyle
		
	Title:	 	Director



  
 Signature Page
3 to Guarantee and Collateral Agreement 








 ANNEX 1 TO 
 GUARANTEE AND COLLATERAL AGREEMENT 
 FORM OF 

ASSUMPTION AGREEMENT 
 This ASSUMPTION AGREEMENT, dated as of [                ], is executed and delivered by
[                                ] (the “Additional
Grantor”), in favor of SILICON VALLEY BANK, as administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions or entities (the
“Lenders”) from time to time parties to that certain Credit Agreement, dated as of July 3, 2012 (as amended, amended and restated, supplemented, restructured or otherwise modified, renewed or replaced from time to time,
the “Credit Agreement”), among Ultra Clean Technology Systems and Service, Inc., a California corporation, American Integration Technologies LLC, a Delaware limited liability company, Ultra Clean Asia Pacific Pte. Ltd.
(company registration no. 200818110D), a private company limited by shares organized in The Republic of Singapore, Ultra Clean Holdings, Inc., a Delaware corporation, the Lenders and the Administrative Agent. All capitalized terms not defined
herein shall have the respective meanings ascribed to such terms in such Credit Agreement. 
 W I T N
E S S E T H: 
 WHEREAS, in connection with the Credit Agreement, the
Borrowers and certain of their Affiliates have entered into that certain Guarantee and Collateral Agreement, dated as of July 3, 2012, in favor of the Administrative Agent for the benefit of the Secured Parties defined therein (the
“Guarantee and Collateral Agreement”); 
 WHEREAS, Holdings and each Borrower are
required, pursuant to Section 6.12 of the Credit Agreement to cause the Additional Grantor to become a party to the Guarantee and Collateral Agreement in order to grant in favor of the Administrative Agent (for the ratable benefit of the
Lenders) the Liens and security interests therein specified and provide its guarantee of the Obligations as therein contemplated; and 
 WHEREAS, the Additional Grantor has agreed to execute and deliver this Assumption Agreement in order to become a party to the Guarantee and Collateral Agreement; 

NOW, THEREFORE, IT IS AGREED: 
 1.    Guarantee and Collateral Agreement.    By executing and delivering this Assumption Agreement, the Additional Grantor, as provided in Section 8.13
of the Guarantee and Collateral Agreement, (a) hereby becomes a party to the Guarantee and Collateral Agreement as both a “Grantor” and a “Guarantor” thereunder with the same force and effect as if originally named therein
as a Grantor and a Guarantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor and a Guarantor thereunder, and (b) hereby grants to the Administrative Agent, for the
benefit of the Secured Parties, as security for the Secured Obligations, a security interest in all of the Additional Grantor’s right, title and interest in any and to all Collateral of the Additional Grantor, in each case whether now owned or
hereafter acquired or in which the Additional Grantor now has or hereafter acquires an interest and wherever the same may be located, but subject in all respects to the terms, conditions and exclusions set forth in the Guarantee and Collateral
Agreement. The information set forth in Schedule 1 hereto is hereby added to the information set forth in the Schedules to the Guarantee and Collateral Agreement. The Additional Grantor hereby represents and warrants that each of the
representations and warranties contained in Section 4 of the Guarantee and Collateral Agreement (x) that is qualified by materiality is true and correct, and (y) that is not qualified by materiality, is true and correct in all
material respects, in each case, on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date (except to the extent any such representation and warranty expressly relates to an earlier date, in which
case such representation and warranty was true and correct in all material respects as of such earlier date). 
 Annex 1








 2.    Governing
Law.    THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. THE PROVISIONS OF SECTION 10.14 OF THE CREDIT AGREEMENT REGARDING SUBMISSION TO
JURISDICTION AND JURY TRIAL WAIVER SHALL BE APPLICABLE TO THIS AGREEMENT AND ARE HEREBY INCORPORATED HEREIN BY REFERENCE, MUTATIS MUTANDIS. 
 3.    Loan Document.    This Assumption Agreement shall constitute a Loan Document under the Credit Agreement. 

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

			
	[ADDITIONAL GRANTOR]
		
	By:	 	 
		 	Name:
		 	Title:


 Annex 1 







 Schedule to 
 Assumption Agreement 
 Supplement to Schedule 1 

Supplement to Schedule 2 
 Supplement to Schedule 3 
 Supplement to Schedule 4 

Supplement to Schedule 5 
 Supplement to Schedule 6 
 Supplement to Schedule 7 

Supplement to Schedule 8 
 Annex 1 







 ANNEX 2 TO 
 GUARANTEE AND COLLATERAL AGREEMENT 
 FORM OF 

PLEDGE SUPPLEMENT 
  

	To:	 Silicon Valley Bank, as Administrative Agent 


  

	Re:	 Guarantee and Collateral Agreement referenced below 



 

	Date:	
                             
            


 Ladies and Gentlemen: 

This Pledge Supplement (this “Pledge Supplement”) is made and delivered pursuant to
Section 3.3(g) of that certain Guarantee and Collateral Agreement, dated as of July 3, 2012 (as amended, modified, renewed or extended from time to time, the “Guarantee and Collateral Agreement”), among each Grantor
party thereto (each a “Grantor” and collectively, the “Grantors”), and Silicon Valley Bank (in its capacity as administrative agent for the Secured Parties defined therein, the
“Administrative Agent”). All capitalized terms used in this Pledge Supplement and not otherwise defined herein shall have the meanings assigned to them in either the Guarantee and Collateral Agreement or the Credit Agreement
(as defined in the Guarantee and Collateral Agreement), as the context may require. 
 The undersigned,
                                         
                [insert name of Grantor], a
                                         
                [corporation, partnership, limited liability company, etc.], confirms and agrees that all Pledged Collateral of the undersigned, including the
property described on the supplemental schedule attached hereto, shall be and become part of the Pledged Collateral and shall secure all [Secured Obligations] [Singapore Obligations]. 

Schedule 2 to the Guarantee and Collateral Agreement is hereby amended by adding to such
Schedule 2 the information set forth in the supplement attached hereto. 
 This Pledge Supplement
shall constitute a Loan Document under the Credit Agreement. 
 THIS PLEDGE SUPPLEMENT SHALL BE GOVERNED BY,
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. THE PROVISIONS OF SECTION 10.14 OF THE CREDIT AGREEMENT REGARDING SUBMISSION TO JURISDICTION AND JURY TRIAL WAIVER SHALL BE APPLICABLE TO THIS AGREEMENT AND ARE
HEREBY INCORPORATED HEREIN BY REFERENCE, MUTATIS MUTANDIS. 
 IN WITNESS WHEREOF, the
undersigned has executed this Pledge Supplement, as of the date first above written. 
  

			
	[NAME OF APPLICABLE GRANTOR]
		
	By: 	 	 


 
			
	Name: 	 	 


 
			
	Title: 	 	 


  
 Annex 2 

 







 SUPPLEMENT TO ANNEX 2 

TO THE SECURITY AGREEMENT 
  

											
	Name of Subsidiary	 	Number of Units/
Shares Owned	 	Certificate(s)
Numbers	 	Date Issued	 	 Class or Type of
 Units or Shares
	 	 Percentage of
 Subsidiary’s
 Total Equity

Interests Owned

		 		 		 		 		 	
		 		 		 		 		 	

 Annex 2