EX-10.4



 Exhibit 10.4 

Execution Version 
  

 
  

SECURITY AGREEMENT 
 By 

GENTIVA HEALTH SERVICES, INC., 
 as
Borrower 
 and 
 THE GUARANTORS
PARTY HERETO 
 and 
 BARCLAYS
BANK PLC, 
 as Administrative Agent 
  

 
 Dated as of
September 18, 2013 
  
  

 







 TABLE OF CONTENTS 
  

							
	 	 	 	  	Page	 
		
	PREAMBLE	  	 	1	  
		
	R E C I T A L S :	  	 	1	  
		
	A G R E E M E N T :	  	 	1	  
	
	ARTICLE I	  
	
	DEFINITIONS AND INTERPRETATION	  
			
	SECTION 1.1.	 	Definitions	  	 	2	  
	SECTION 1.2.	 	Interpretation	  	 	10	  
	SECTION 1.3.	 	Resolution of Drafting Ambiguities	  	 	10	  
	SECTION 1.4.	 	Perfection Certificate	  	 	11	  
	
	ARTICLE II	  
	
	GRANT OF SECURITY AND OBLIGATIONS	  
			
	SECTION 2.1.	 	Grant of Security Interest	  	 	11	  
	SECTION 2.2.	 	Filings	  	 	12	  
	
	ARTICLE III	  
	
	PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES;	  
	USE OF PLEDGED COLLATERAL	  
			
	SECTION 3.1.	 	Delivery of Certificated Securities Collateral	  	 	13	  
	SECTION 3.2.	 	Perfection of Uncertificated Securities Collateral	  	 	13	  
	SECTION 3.3.	 	Financing Statements and Other Filings; Maintenance of Perfected Security Interest	  	 	14	  
	SECTION 3.4.	 	Other Actions	  	 	14	  
	SECTION 3.5.	 	Joinder of Additional Guarantors	  	 	18	  
	SECTION 3.6.	 	Supplements; Further Assurances	  	 	18	  
	SECTION 3.7.	 	Pledgor Changes; Information Regarding Collateral	  	 	19	  
	
	ARTICLE IV	  
	
	REPRESENTATIONS, WARRANTIES AND COVENANTS	  
			
	SECTION 4.1.	 	Title	  	 	19	  
	SECTION 4.2.	 	Validity of Security Interest	  	 	20	  
	SECTION 4.3.	 	Defense of Claims; Transferability of Pledged Collateral	  	 	20	  


  
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	 	 	 	  	Page	 
			
	SECTION 4.4.	 	Other Financing Statements	  	 	20	  
	SECTION 4.5.	 	Location of Inventory and Equipment	  	 	21	  
	SECTION 4.6.	 	Due Authorization and Issuance	  	 	21	  
	SECTION 4.7.	 	Consents, etc.	  	 	21	  
	SECTION 4.8.	 	Pledged Collateral	  	 	21	  
	SECTION 4.9.	 	Insurance	  	 	21	  
	SECTION 4.10.	 	[Reserved]	  	 	21	  
	
	ARTICLE V	  
	
	CERTAIN PROVISIONS CONCERNING SECURITIES COLLATERAL	  
			
	SECTION 5.1.	 	Pledge of Additional Securities Collateral	  	 	22	  
	SECTION 5.2.	 	Voting Rights; Distributions; etc.	  	 	22	  
	SECTION 5.3.	 	Defaults, etc.	  	 	23	  
	SECTION 5.4.	 	Certain Agreements of Pledgors As Issuers and Holders of Equity Interests	  	 	24	  
	
	ARTICLE VI	  
	
	CERTAIN PROVISIONS CONCERNING INTELLECTUAL	  
	PROPERTY COLLATERAL	  
			
	SECTION 6.1.	 	Grant of Intellectual Property License	  	 	24	  
	SECTION 6.2.	 	Protection of Administrative Agent’s Security	  	 	24	  
	SECTION 6.3.	 	After-Acquired Property	  	 	25	  
	SECTION 6.4.	 	Litigation	  	 	26	  
	
	ARTICLE VII	  
	
	CERTAIN PROVISIONS CONCERNING RECEIVABLES	  
			
	SECTION 7.1.	 	Maintenance of Records	  	 	26	  
	SECTION 7.2.	 	Legend	  	 	27	  
	SECTION 7.3.	 	Modification of Terms, etc.	  	 	27	  
	SECTION 7.4.	 	Collection	  	 	27	  
	
	ARTICLE VIII	  
	
	TRANSFERS	  
			
	SECTION 8.1.	 	Transfers of Pledged Collateral	  	 	27	  


  
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	 	 	 	  	Page	 
	
	ARTICLE IX	  
	
	REMEDIES	  
			
	SECTION 9.1.	 	Remedies	  	 	27	  
	SECTION 9.2.	 	Notice of Sale	  	 	30	  
	SECTION 9.3.	 	Waiver of Notice and Claims	  	 	30	  
	SECTION 9.4.	 	Certain Sales of Pledged Collateral	  	 	30	  
	SECTION 9.5.	 	No Waiver; Cumulative Remedies	  	 	32	  
	SECTION 9.6.	 	Certain Additional Actions Regarding Intellectual Property	  	 	32	  
	
	ARTICLE X	  
	
	APPLICATION OF PROCEEDS	  
			
	SECTION 10.1.	 	Application of Proceeds	  	 	33	  
	
	ARTICLE XI	  
	
	MISCELLANEOUS	  
			
	SECTION 11.1.	 	Concerning Administrative Agent	  	 	33	  
	SECTION 11.2.	 	Administrative Agent May Perform; Administrative Agent Appointed Attorney-in-Fact	  	 	34	  
	SECTION 11.3.	 	Continuing Security Interest; Assignment	  	 	35	  
	SECTION 11.4.	 	Termination; Release	  	 	35	  
	SECTION 11.5.	 	Modification in Writing	  	 	36	  
	SECTION 11.6.	 	Notices	  	 	36	  
	SECTION 11.7.	 	Governing Law, Consent to Jurisdiction and Service of Process; Waiver of Jury Trial	  	 	36	  
	SECTION 11.8.	 	Severability of Provisions	  	 	36	  
	SECTION 11.9.	 	Execution in Counterparts	  	 	36	  
	SECTION 11.10.	 	Business Days	  	 	37	  
	SECTION 11.11.	 	No Credit for Payment of Taxes or Imposition	  	 	37	  
	SECTION 11.12.	 	No Claims Against Administrative Agent	  	 	37	  
	SECTION 11.13.	 	No Release	  	 	37	  
	SECTION 11.14.	 	Obligations Absolute	  	 	38	  
			
	SIGNATURES	 		  	 	S-1	  
			
	EXHIBIT 1	 	Form of Issuer’s Acknowledgment	  			
	EXHIBIT 2	 	Form of Securities Pledge Amendment	  			
	EXHIBIT 3	 	Form of Copyright Security Agreement	  			
	EXHIBIT 4	 	Form of Patent Security Agreement	  			


  
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	 	 	 	  	Page
			
	 EXHIBIT 5
	 	Form of Trademark Security Agreement	  	


  
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 SECURITY AGREEMENT 

This SECURITY AGREEMENT dated as of October 18, 2013 (as amended, amended and restated, supplemented or otherwise modified from time to
time in accordance with the provisions hereof, this “Agreement”) made by GENTIVA HEALTH SERVICES, INC., a Delaware corporation (the “Borrower”), and the wholly-owned subsidiaries of Borrower that are Guarantors from
to time to time party hereto (the “Guarantors”), as pledgors, assignors and debtors (the Borrower, together with the Guarantors, in such capacities and together with any successors in such capacities, the
“Pledgors,” and each, a “Pledgor”), in favor of BARCLAYS BANK PLC, in its capacity as administrative agent pursuant to the Credit Agreement (as hereinafter defined), as pledgee, assignee and secured party (in such
capacities and together with any successors in such capacities, the “Administrative Agent”). 
 R E C
I T A L S : 
 A. The Borrower, the Guarantors, the Administrative Agent and the lending institutions
listed therein have, in connection with the execution and delivery of this Agreement, entered into that certain credit agreement, dated as of October 18, 2013 (as amended, amended and restated, supplemented, waived or otherwise modified from
time to time, the “Credit Agreement”; which term shall also include and refer to any increase in the amount of indebtedness under the Credit Agreement and any refinancing or replacement of the Credit Agreement or one or more
successor or replacement facilities whether or not with a different group of agents or lenders upon the Administrative Agent’s acknowledgment of the termination of the predecessor Credit Agreement). 

B. Each Guarantor has, pursuant to the Guaranty, unconditionally guaranteed the Obligations. 

C. The Borrower and each Guarantor will receive substantial benefits from the execution, delivery and performance of the Obligations under the
Credit Agreement and the other Loan Documents and each is, therefore, willing to enter into this Agreement. 
 D. This Agreement is given by
each Pledgor in favor of the Administrative Agent for the benefit of the Secured Parties to secure the payment and performance of all of the Obligations. 

E. It is a condition to (i) the obligations of the Lenders to make the Loans under the Credit Agreement, (ii) the obligations of the
L/C Issuer to issue Letters of Credit and (iii) the performance of the obligations of the Secured Parties under Secured Hedge Agreements and Secured Cash Management Agreements that each Pledgor execute and deliver the applicable Loan Documents,
including this Agreement. 
 A G R E E M E N T : 

NOW THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, each Pledgor and the Administrative Agent hereby agree as follows: 







 ARTICLE I 

DEFINITIONS AND INTERPRETATION 

SECTION 1.1. Definitions. 

(a) Unless otherwise defined herein or in the Credit Agreement, capitalized terms used herein that are defined in the UCC shall have the
meanings assigned to them in the UCC; provided that in any event, the following terms shall have the meanings assigned to them in the UCC: 

“Accounts”; “Bank”; “Chattel Paper”; “Commercial Tort Claim”;
“Commodity Account”; “Commodity Contract”; “Commodity Intermediary”; “Documents”; “Electronic Chattel Paper”; “Entitlement Order”;
“Equipment”; “Financial Asset”; “Fixtures”; “Goods”, “Inventory”; “Letter-of-Credit Rights”; “Letters of Credit”;
“Money”; “Payment Intangibles”; “Proceeds”; “Records”; “Securities Account”; “Securities Intermediary”; “Security Entitlement”;
“Supporting Obligations”; and “Tangible Chattel Paper.” 
 (b) Terms used but not otherwise defined herein
that are defined in the Credit Agreement shall have the meanings given to them in the Credit Agreement. 
 (c) The following terms shall
have the following meanings: 
 “Account Debtor” shall mean each person who is obligated on a Receivable or Supporting
Obligation related thereto. 
 “Administrative Agent” shall have the meaning assigned to such term in the Preamble hereof.

 “Agreement” shall have the meaning assigned to such term in the Preamble hereof. 

“Borrower” shall have the meaning assigned to such term in the Preamble hereof. 

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

“Commodity Account Control Agreement” shall mean a control agreement in a form that is reasonably satisfactory to the
Administrative Agent establishing the Administrative Agent’s Control with respect to any Commodity Account. 

“Contracts” shall mean, collectively, with respect to each Pledgor, the Related Documents, all sale, service, performance,
equipment or property lease contracts, agreements and grants and all other contracts, agreements or grants (in each case, whether written or oral, or third party or intercompany), between such Pledgor and any third party, and all assignments,
amendments, restatements, supplements, extensions, renewals, replacements or modifications thereof. 

  
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 “Control” shall mean (i) in the case of each Deposit Account,
“control,” as such term is defined in Section 9-104 of the UCC, (ii) in the case of any Security Entitlement, “control,” as such term is defined in
Section 8-106 of the UCC, and (iii) in the case of any Commodity Contract, “control,” as such term is defined in Section 9-106 of the UCC. 

“Control Agreements” shall mean, collectively, the Deposit Account Control Agreement, the Securities Account Control
Agreement and the Commodity Account Control Agreement. 
 “Copyright Security Agreement” shall mean an agreement
substantially in the form of Exhibit 3 hereto. 
 “Copyrights” shall mean, collectively, with respect to each
Pledgor, all copyrights (whether statutory or common law, whether established or registered in the United States or any other country or any political subdivision thereof, whether registered or unregistered and whether published or unpublished) and
all copyright registrations and applications made by such Pledgor, in each case, whether now owned or hereafter created or acquired by or assigned to such Pledgor, together with any and all (i) rights and privileges arising under applicable law
with respect to such Pledgor’s use of such copyrights, (ii) reissues, renewals, continuations and extensions thereof and amendments thereto, (iii) income, fees, royalties, damages, claims and payments now or hereafter due and/or
payable with respect thereto, including damages and payments for past, present or future infringements thereof, (iv) rights corresponding thereto throughout the world and (v) rights to sue for past, present or future infringements thereof.

 “Credit Agreement” shall have the meaning assigned to such term in Recital A hereof. 

“Deposit Account Control Agreement” shall mean an agreement in a form that is reasonably satisfactory to the Administrative
Agent establishing the Administrative Agent’s Control with respect to any Deposit Account. 
 “Deposit Accounts” shall
mean, collectively, with respect to each Pledgor, (i) all “deposit accounts” as such term is defined in the UCC and in any event shall include the LC Account and all accounts and sub-accounts relating to any of the foregoing accounts
and (ii) all cash, funds, checks, notes and instruments from time to time on deposit in any of the accounts or sub-accounts described in clause (i) of this definition. 

“Distributions” shall mean, collectively, with respect to each Pledgor, all dividends, cash, options, warrants, rights,
instruments, distributions, returns of capital or principal, income, interest, profits and other property, interests (debt or equity) or proceeds, including as a result of a split, revision, reclassification or other like change of the Pledged
Securities, from time to time received, receivable or otherwise distributed to such Pledgor in respect of or in exchange for any or all of the Pledged Securities or Intercompany Notes. 

  
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 “Excluded Accounts” shall mean (i) the Medicare and Medicaid Accounts or
any Deposit Accounts subject to a daily sweep of all amounts received or deposited in such Deposit Account by federal funds wire transfer to a Deposit Account subject to the Administrative Agent’s Control and (ii) Deposit Accounts or
Securities Accounts (w) specifically and exclusively used for deposits pending activation of provider numbers in accordance with Medicare regulations, (x) specifically and exclusively used for disbursement of payroll, payroll taxes and
other employee wage and benefit payments, (y) established and maintained solely to meet capitalization requirements for Approved Captive Insurance Subsidiaries or (z) established and maintained solely in support of the Borrower’s
nonqualified retirement and savings plan. 
 “Excluded Property” shall mean 

(a) any permit or license issued by a Governmental Authority to any Pledgor or any agreement to which any Pledgor is a party,
in each case, only to the extent and for so long as the terms of such permit, license or agreement or any requirement of Law applicable thereto, validly prohibit the creation by such Pledgor of a security interest in such permit, license or
agreement in favor of the Administrative Agent (after giving effect to Sections 9-406(d), 9-407(a), 9-408(a) or 9-409 of the
UCC (or any successor provision or provisions) or any other applicable law (including the Bankruptcy Code) or principles of equity); 

(b) any lease, license, contract or agreement to which any Pledgor is a party or any of its rights or interests thereunder if
and only for so long as the grant of a security interest hereunder shall constitute or result in a breach, termination or default under any such lease, license, contract or agreement (other than to the extent that any such term would be rendered
ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC of any relevant jurisdiction or any other applicable law or principles of equity); 

(c) assets owned by any Pledgor on the date hereof or hereafter acquired and any proceeds thereof that are subject to a Lien
permitted by Section 7.01(i) of the Credit Agreement to the extent and for so long as the contract or other agreement in which such Lien is granted (or the documentation providing for the Obligations secured by any such Lien) validly
prohibits the creation of any other Lien on such assets and proceeds; 
 (d) any property of a person existing at the time
such person is acquired or merged with or into or consolidated with any Pledgor that is subject to a Lien permitted by Section 7.01(j) of the Credit Agreement to the extent and for so long as the contract or other agreement in which such Lien
is granted validly prohibits the creation of any other Lien on such property; 
 (e) any Equity Interests of (w) a
Foreign Subsidiary; provided that this clause (e) shall not apply to (A) Voting Stock of any Subsidiary which is a first-tier controlled foreign corporation (as defined in Section 957(a) of the Code) representing 66% of the
total voting power of all outstanding Voting Stock of such Subsidiary and (B) 100% of the Equity Interests not constituting Voting Stock of any such Subsidiary, except that any 

  
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such Equity Interests constituting “stock entitled to vote” within the meaning of Treasury Regulation Section 1.956-2(c)(2) shall be treated as Voting Stock for purposes of this
clause (e), (x) a Joint Venture Entity, to the extent restricted or not permitted by the terms of such Person’s organizational or joint venture documents (other than to the extent that any such prohibition would be rendered ineffective
pursuant to the UCC or any other applicable Law); provided that such Equity Interest shall cease to be an Excluded Property by virtue of this clause (x) at such time as such prohibition ceases to be in effect, (y) an Approved
Captive Insurance Subsidiary, or (z) a not-for-profit entity; 
 (f) any intent-to-use trademark application to the
extent and for so long as creation by a Pledgor of a security interest therein would result in the loss by such Pledgor of any material rights therein; 

(g) motor vehicles and any other assets subject to certificates of title the perfection of a Lien on which is excluded from the
UCC in the relevant jurisdiction, provided, however, that the Pledged Collateral shall include (and such security interest shall attach to) any such motor vehicle or other asset immediately at such time as such motor vehicle or other asset shall no
longer be subject to a certificate of title the perfection of a Lien on which is excluded from the UCC in the relevant jurisdiction; and 

(h) any Excluded Account only to the extent and for so long as any requirement of Law applicable thereto, validly prohibits the
creation by such Pledgor of a security interest in such Excluded Account (it being understood that this exclusion shall not affect the grant of the security interest in Proceeds of Pledged Collateral as set forth herein and all Proceeds of Pledged
Collateral shall be Pledged Collateral hereunder); 
 provided, however, that Excluded Property shall not include any Proceeds, substitutions
or replacements of any Excluded Property referred to in clause (a), (b), (c), (d), (e), (f), (g) or (h) (unless such Proceeds, substitutions or replacements would constitute Excluded Property referred to in clauses (a), (b), (c), (d), (e),
(f), (g) or (h)). 
 “Fiscal Intermediary” shall mean any insurance company, financial institution or other contractor
that has entered into an agreement with any governmental authority to process claims and make payments to payees under Medicare, Medicaid or any other Federal, State or local public health care or medical assistance program pursuant to any of the
Health Care Laws. 
 “Foreign Subsidiary” shall mean a Subsidiary that is organized under the laws of a jurisdiction other
than the United States or any state thereof or the District of Columbia. 
 “General Intangibles” shall mean, collectively,
with respect to each Pledgor, all “general intangibles,” as such term is defined in the UCC, of such Pledgor and, in any event, shall include (i) all of such Pledgor’s rights, title and interest in, to and under all Contracts and
insurance policies (including all rights and remedies relating to monetary damages, including indemnification rights and remedies, and claims for damages or other relief pursuant to or in respect of any Contract), (ii) all know-how and
warranties relating to any of the Pledged Collateral or the Mortgaged Property, (iii) any and all other rights, claims, choses-in-action and causes of 

  
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action of such Pledgor against any other person and the benefits of any and all collateral or other security given by any other person in connection therewith, (iv) all guarantees,
endorsements and indemnifications on, or of, any of the Pledged Collateral or any of the Mortgaged Property, (v) all lists, books, records, correspondence, ledgers, printouts, files (whether in printed form or stored electronically), tapes and
other papers or materials containing information relating to any of the Pledged Collateral or any of the Mortgaged Property, including all customer or tenant lists, identification of suppliers, data, plans, blueprints, specifications, designs,
drawings, appraisals, recorded knowledge, surveys, studies, engineering reports, test reports, manuals, standards, processing standards, performance standards, catalogs, research data, computer and automatic machinery software and programs and the
like, field repair data, accounting information pertaining to such Pledgor’s operations or any of the Pledged Collateral or any of the Mortgaged Property and all media in which or on which any of the information or knowledge or data or records
may be recorded or stored and all computer programs used for the compilation or printout of such information, knowledge, records or data, (vi) all licenses, consents, permits, variances, certifications, authorizations and approvals, however
characterized, now or hereafter acquired or held by such Pledgor, including building permits, certificates of occupancy, environmental certificates, industrial permits or licenses and certificates of operation and (vii) all rights to reserves,
deferred payments, deposits, refunds, indemnification of claims and claims for tax or other refunds against any Governmental Authority. 

“Goodwill” shall mean, collectively, with respect to each Pledgor, the goodwill connected with such Pledgor’s business
including all goodwill connected with (i) the use of and symbolized by any Trademark or Intellectual Property License with respect to any Trademark in which such Pledgor has any interest, (ii) all know-how, trade secrets, customer and
supplier lists, proprietary information, inventions, methods, procedures, formulae, descriptions, compositions, technical data, drawings, specifications, name plates, catalogs, confidential information and the right to limit the use or disclosure
thereof by any person, pricing and cost information, business and marketing plans and proposals, consulting agreements, engineering contracts and such other assets which relate to such goodwill and (iii) all product lines of such Pledgor’s
business. 
 “Guarantors” shall have the meaning assigned to such term in the Preamble hereof. 

“Instruments” shall mean, collectively, with respect to each Pledgor, all “instruments,” as such term is defined in
Article 9, rather than Article 3, of the UCC, and shall include all promissory notes, drafts, bills of exchange or acceptances. 

“Intellectual Property Collateral” shall mean, collectively, the Patents, Trademarks, Copyrights, Intellectual Property
Licenses and Goodwill. 
 “Intellectual Property Licenses” shall mean, collectively, with respect to each Pledgor, all
license and distribution agreements with, and covenants not to sue, any other party with respect to any Patent, Trademark or Copyright or any other patent, trademark or copyright, whether such Pledgor is a licensor or licensee, distributor or
distributee under any such license or distribution agreement, together with any and all (i) renewals, extensions, supplements and continuations 

  
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thereof, (ii) income, fees, royalties, damages, claims and payments now and hereafter due and/or payable thereunder and with respect thereto including damages and payments for past, present
or future infringements or violations thereof, (iii) rights to sue for past, present and future infringements or violations thereof and (iv) other rights to use, exploit or practice any or all of the Patents, Trademarks or Copyrights or
any other patent, trademark or copyright. 
 “Intercompany Notes” shall mean, with respect to each Pledgor, all
intercompany notes described in Schedule 10 to the Perfection Certificate and intercompany notes hereafter acquired by such Pledgor and all certificates, instruments or agreements evidencing such intercompany notes, and all assignments,
amendments, restatements, supplements, extensions, renewals, replacements or modifications thereof to the extent permitted pursuant to the terms hereof. 

“Investment Property” shall mean a security, whether certificated or uncertificated, Security Entitlement, Securities
Account, Commodity Contract or Commodity Account, excluding, however, the Securities Collateral. 
 “Joinder Agreement”
shall mean an agreement substantially in the form of Exhibit A to the Guaranty. 
 “Joint Venture Entities” shall
mean (i) Odyssey HealthCare of Kansas City, LLC, organized pursuant to that operating agreement, dated April 1, 2008, between Odyssey HealthCare Operating B, LP and Hospice Care Investments, LLC; (ii) Odyssey HealthCare of South
Texas, LLC, organized pursuant to that operating agreement, dated October 1, 2008, between Odyssey HealthCare Operating A, LP and Valley Baptist Medical Center; and (iii) Wake Forest Baptist Health Care at Home, LLC organized pursuant to
that operating agreement, dated as of January 1, 2013 between Total Care Home Health of North Carolina, LLC and Wake Forest University Baptist Medical Center. 

“LC Account” shall mean any account established and maintained in accordance with the provisions of Section 2.15
of the Credit Agreement and all property from time to time on deposit in such LC Account. 
 “Material Intellectual Property
Collateral” shall mean any Intellectual Property Collateral that is material (i) to the use and operation of the Pledged Collateral or Mortgaged Property or (ii) to the business, results of operations or financial condition of any
Pledgor. 
 “Medicaid” shall mean the health care program jointly financed and administered by the Federal and State
governments under Title XIX of the Social Security Act. 
 “Medicaid Account” shall mean any accounts of the Pledgors
arising pursuant to goods sold or services rendered by any Pledgor to eligible Medicaid beneficiaries to be paid by a Fiscal Intermediary or by the United States of America acting under the Medicaid program, any State or the District of Columbia
acting pursuant to a health plan adopted pursuant to Title XIX of the Social Security Act or any other Governmental Authority under Medicaid. 

  
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 “Medicare” shall mean the health care program under Title XVIII of the Social
Security Act. 
 “Medicare Account” shall mean any accounts of the Pledgors arising pursuant to goods sold or services
rendered by any Pledgor to eligible Medicare beneficiaries to be paid by a Fiscal Intermediary or by the United States of America acting under the Medicare program or any other Governmental Authority under Medicare. 

“Mortgaged Property” shall have the meaning assigned to such term in the Credit Agreement. 

“Patent Security Agreement” shall mean an agreement substantially in the form of Exhibit 4 hereto. 

“Patents” shall mean, collectively, with respect to each Pledgor, all patents issued or assigned to, and all patent
applications and registrations made by, such Pledgor (whether established or registered or recorded in the United States or any other country or any political subdivision thereof), together with any and all (i) rights and privileges arising
under applicable law with respect to such Pledgor’s use of any patents, (ii) inventions and improvements described and claimed therein, (iii) reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof
and amendments thereto, (iv) income, fees, royalties, damages, claims and payments now or hereafter due and/or payable thereunder and with respect thereto including damages and payments for past, present or future infringements thereof,
(v) rights corresponding thereto throughout the world and (vi) rights to sue for past, present or future infringements thereof. 

“Perfection Certificate” shall mean those certain perfection certificates dated October 18, 2013, executed and delivered
by each Pledgor in favor of the Administrative Agent for the benefit of the Secured Parties, and each other Perfection Certificate (which shall be in form and substance reasonably acceptable to the Administrative Agent) executed and delivered by the
applicable Guarantor in favor of the Administrative Agent for the benefit of the Secured Parties contemporaneously with the execution and delivery of each Joinder Agreement executed in accordance with Section 3.5 hereof, in each case, as
the same may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the Credit Agreement or upon the request of the Administrative Agent. 

“Permitted Liens” shall mean all Liens permitted under Section 7.01 of the Credit Agreement. 

“Pledge Amendment” shall have the meaning assigned to such term in Section 5.1 hereof. 

“Pledged Collateral” shall have the meaning assigned to such term in Section 2.1 hereof. 

  
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 “Pledged Securities” shall mean, collectively, with respect to each Pledgor,
(i) all issued and outstanding Equity Interests of each issuer set forth on Schedules 9(a) and 9(b) to the Perfection Certificate as being owned by such Pledgor and all options, warrants, rights, agreements and additional Equity
Interests of whatever class of any such issuer acquired by such Pledgor (including by issuance), together with all rights, privileges, authority and powers (subject to Section 5.2(c)(iii)) of such Pledgor relating to such Equity
Interests in each such issuer or under any Organization Document of each such issuer, and the certificates, instruments and agreements representing such Equity Interests and any and all interest of such Pledgor in the entries on the books of any
financial intermediary pertaining to such Equity Interests, (ii) all Equity Interests of any issuer, which Equity Interests are hereafter acquired by such Pledgor (including by issuance) and all options, warrants, rights, agreements and
additional Equity Interests of whatever class of any such issuer acquired by such Pledgor (including by issuance), together with all rights, privileges, authority and powers of such Pledgor relating to such Equity Interests or under any Organization
Document of any such issuer, and the certificates, instruments and agreements representing such Equity Interests and any and all interest of such Pledgor in the entries on the books of any financial intermediary pertaining to such Equity Interests,
from time to time acquired by such Pledgor in any manner, and (iii) all Equity Interests issued in respect of the Equity Interests referred to in clause (i) or (ii) upon any consolidation or merger of any issuer of such Equity
Interests; provided, however, that Pledged Securities shall not include any Equity Interests that constitute Excluded Property. 

“Pledgor” shall have the meaning assigned to such term in the Preamble hereof. 

“Receivables” shall mean all (i) Accounts, (ii) Chattel Paper, (iii) Payment Intangibles, (iv) General
Intangibles, (v) Instruments and (vi) all other rights to payment, whether or not earned by performance, for goods or other property sold, leased, licensed, assigned or otherwise disposed of, or services rendered or to be rendered,
regardless of how classified under the UCC together with all of Pledgors’ rights, if any, in any goods or other property giving rise to such right to payment and all Collateral Support and Supporting Obligations related thereto and all Records
relating thereto. 
 “Securities Account Control Agreement” shall mean an agreement in a form that is reasonably
satisfactory to the Administrative Agent establishing the Administrative Agent’s Control with respect to any Securities Account. 

“Securities Act” shall mean the Securities Act of 1933, as amended. 

“Securities Collateral” shall mean, collectively, the Pledged Securities, the Intercompany Notes and the Distributions. 

“Social Security Act” shall mean the Social Security Act (Pub. L. 74-271), 42 U.S.C. §§301, et seq., as the same
now exists or may from time to time hereafter be amended, modified, recodified or supplemented, together with all rules, regulations and interpretations thereunder or related thereto. 

  
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 “Third Party Payor” shall mean any Person (such as a Fiscal Intermediary, Blue
Cross/Blue Shield or a private health insurance company) which is obligated to reimburse or otherwise make payments to health care providers who provide medical care or medical assistance or other goods or services for eligible patients under
Medicare, Medicaid or any other public or private insurance contract. 
 “Trademarks” shall mean, collectively, with
respect to each Pledgor, all trademarks (including service marks), slogans, logos, certification marks, trade dress, uniform resource locators (URL’s), domain names, corporate names and trade names, whether registered or unregistered, owned by
or assigned to such Pledgor and all registrations and applications for the foregoing (whether statutory or common law and whether established or registered in the United States or any other country or any political subdivision thereof), together
with any and all (i) rights and privileges arising under applicable law with respect to such Pledgor’s use of any trademarks, (ii) reissues, continuations, extensions and renewals thereof and amendments thereto, (iii) income,
fees, royalties, damages and payments now and hereafter due and/or payable thereunder and with respect thereto, including damages, claims and payments for past, present or future infringements thereof, (iv) rights corresponding thereto
throughout the world and (v) rights to sue for past, present and future infringements thereof. 
 “Trademark Security
Agreement” shall mean an agreement substantially in the form of Exhibit 5 hereto. 
 “UCC” shall mean
the Uniform Commercial Code as in effect from time to time in the State of New York; provided, however, that, at any time, if by reason of mandatory provisions of law, any or all of the perfection or priority of the Administrative
Agent’s and the Secured Parties’ security interest in any item or portion of the Pledged Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term “UCC” shall
mean the Uniform Commercial Code as in effect, at such time, in such other jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for purposes of definitions relating to such provisions. 

“Voting Stock” means Equity Interests of the class or classes pursuant to which the holders thereof have the general voting
power under ordinary circumstances to elect at least a majority of the board of directors, managers or trustees of a corporation (irrespective of whether or not at the time Equity Interests of any other class or classes shall have or might have
voting power by reason or the happening of any contingency). 
 SECTION 1.2. Interpretation. The rules of interpretation specified in
the Credit Agreement (including Section 1.02 thereof) shall be applicable to this Agreement. 
 SECTION 1.3. Resolution of
Drafting Ambiguities. Each Pledgor acknowledges and agrees that it was represented by counsel in connection with the execution and delivery hereof, that it and its counsel reviewed and participated in the preparation and negotiation hereof and
that any rule of construction to the effect that ambiguities are to be resolved against the drafting party (i.e., the Administrative Agent) shall not be employed in the interpretation hereof. 

  
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 SECTION 1.4. Perfection Certificate. The Administrative Agent and each Secured Party agree
that the Perfection Certificate and all descriptions of Pledged Collateral, schedules, amendments and supplements thereto are and shall at all times remain a part of this Agreement. 

ARTICLE II 
 GRANT OF SECURITY AND
OBLIGATIONS 
 SECTION 2.1. Grant of Security Interest. As collateral security for the payment and performance in full of all the
Obligations, each Pledgor hereby pledges and grants to the Administrative Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property,
wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): 

(i) all Accounts; 

(ii) all Equipment, Goods, Inventory and Fixtures; 

(iii) all Documents, Instruments and Chattel Paper; 

(iv) all Letters of Credit and Letter-of-Credit Rights; 

(v) all Securities Collateral; 

(vi) all Investment Property; 

(vii) all Intellectual Property Collateral; 

(viii) the Commercial Tort Claims described on Schedule 12 to the Perfection Certificate; 

(ix) all General Intangibles; 

(x) all Money and all Deposit Accounts; 

(xi) all Supporting Obligations; 

(xii) all books and records relating to the Pledged Collateral; and 

(xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such
Pledgor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements 

  
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for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to
any of the foregoing. 
 Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security
interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Administrative Agent give written
notice to the Administrative Agent identifying in reasonable detail the Excluded Property and shall provide to the Administrative Agent such other information regarding the Excluded Property as the Administrative Agent may reasonably request and
(ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit,
license or agreement in favor of the Administrative Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type. 

SECTION 2.2. Filings. 

(a) Each Pledgor hereby irrevocably authorizes the Administrative Agent at any time and from time to time to file in any relevant jurisdiction
any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment
relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other
documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise
has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to
which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Administrative Agent promptly upon request by the Administrative Agent. 

(b) Each Pledgor hereby ratifies its authorization for the Administrative Agent to file in any relevant jurisdiction any financing statements
relating to the Pledged Collateral if filed prior to the date hereof. 
 (c) Each Pledgor hereby further authorizes the Administrative Agent
to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other applicable country), including this Agreement, the Copyright Security Agreement, the
Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such
Pledgor, and naming such Pledgor, as debtor, and the Administrative Agent, as secured party. 

  
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 ARTICLE III 

PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES; 

USE OF PLEDGED COLLATERAL 

SECTION 3.1. Delivery of Certificated Securities Collateral. Each Pledgor represents and warrants that all certificates representing or
evidencing the Securities Collateral in existence on the date hereof have been delivered to the Administrative Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and that
the Administrative Agent has a perfected first priority security interest therein. Each Pledgor hereby agrees that all certificates representing or evidencing Securities Collateral acquired by such Pledgor after the date hereof shall promptly (but
in any event within thirty (30) days after receipt thereof by such Pledgor) be delivered to and held by or on behalf of the Administrative Agent pursuant hereto. All certificated Securities Collateral shall be in suitable form for transfer by
delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Agent. The Administrative Agent shall have the right, at any time upon the
occurrence and during the continuance of any Event of Default, to endorse, assign or otherwise transfer to or to register in the name of the Administrative Agent or any of its nominees or endorse for negotiation any or all of the Securities
Collateral, without any indication that such Securities Collateral is subject to the security interest hereunder. In addition, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right at
any time to exchange certificates representing or evidencing Securities Collateral for certificates of smaller or larger denominations. 

SECTION 3.2. Perfection of Uncertificated Securities Collateral. Each Pledgor represents and warrants that the Administrative Agent
(assuming due filing of applicable UCC financing statement) has a perfected first priority security interest in all uncertificated Pledged Securities pledged by it hereunder that are in existence on the date hereof subject only to Permitted Liens.
Each Pledgor hereby agrees that if any of the Pledged Securities are at any time not evidenced by certificates of ownership, then each applicable Pledgor shall, to the extent permitted by applicable law, (i) use commercially reasonable efforts
to cause each issuer that is not a Pledgor to execute and deliver to the Administrative Agent an acknowledgment of the pledge of such Pledged Securities substantially in the form of Exhibit 1 hereto or such other form that is reasonably
satisfactory to the Administrative Agent; provided that no action by any Pledgor shall be required under this clause (i) before the date that is 15 days after the Closing Date, (ii) if necessary to perfect a security interest in such
Pledged Securities, cause or, in the case of an issuer that is not a Pledgor, use commercially reasonable efforts to cause such pledge to be recorded on the equityholder register or the books of the issuer, execute any customary pledge forms or
other documents necessary to complete the pledge and give the Administrative Agent the right to transfer such Pledged Securities under the terms hereof, and (iii) after the occurrence and during the continuance of any Event of Default, upon
request by the Administrative Agent, (A) use commercially reasonable efforts to cause the Organization Documents of each such issuer that is a Subsidiary of the Borrower to be amended to provide that such Pledged Securities shall be treated as
“securities” for purposes of the UCC and (B) cause such Pledged Securities to become 

  
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certificated and delivered to the Administrative Agent in accordance with the provisions of Section 3.1. Each Pledgor that is an issuer of Securities Collateral hereby agrees that
(i) upon the occurrence and during the continuation of an Event of Default, it will comply with instructions of the Administrative Agent with respect to the applicable Securities Collateral (including all Equity Interests of such Pledgor)
without further consent by the applicable Pledgor that owns such Securities Collateral and (ii) agrees to notify the Administrative Agent upon obtaining knowledge of any interest in favor of any person in the applicable Securities Collateral
that is adverse to the interest of the Administrative Agent therein. 
 SECTION 3.3. Financing Statements and Other Filings; Maintenance
of Perfected Security Interest. Each Pledgor represents and warrants that all financing statements, agreements, instruments and other documents necessary to perfect the security interest granted by it to the Administrative Agent in respect of
the Pledged Collateral have been delivered to the Administrative Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 6 to the
Perfection Certificate. Each Pledgor agrees that at the sole cost and expense of the Pledgors, such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral as a perfected first priority security interest
subject only to Permitted Liens and subject to the proper and timely filing of continuation statements by the Administrative Agent at the expense of the Pledgors. 

SECTION 3.4. Other Actions. In order to further ensure the attachment, perfection and priority of, and the ability of the
Administrative Agent to enforce, the Administrative Agent’s security interest in the Pledged Collateral, each Pledgor represents and warrants (as to itself) as follows and agrees, in each case at such Pledgor’s own expense, to take the
following actions with respect to the following Pledged Collateral: 
 (a) Instruments and Tangible Chattel Paper. As
of the date hereof, no amounts payable under or in connection with any of the Pledged Collateral are evidenced by any Instrument or Tangible Chattel Paper other than such Instruments and Tangible Chattel Paper listed in Schedule 10 to
the Perfection Certificate. Each Instrument and each item of Tangible Chattel Paper listed in Schedule 10 to the Perfection Certificate, which exceeds $100,000, has been properly endorsed, assigned and delivered to the Administrative Agent,
accompanied by instruments of transfer or assignment duly executed in blank. If any amount then payable under or in connection with any of the Pledged Collateral shall be evidenced by any Instrument or Tangible Chattel Paper, and such amount,
together with all amounts payable evidenced by any Instrument or Tangible Chattel Paper not previously delivered to the Administrative Agent exceeds $2,500,000 in the aggregate for all Pledgors, the Pledgor acquiring such Instrument or Tangible
Chattel Paper shall promptly (but in any event within thirty (30) days after receipt thereof) endorse, assign and deliver the same to the Administrative Agent, accompanied by such instruments of transfer or assignment duly executed in blank as
the Administrative Agent may from time to time specify. 

  
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 (b) Deposit Accounts. As of the date hereof, no Pledgor has any Deposit
Accounts other than the accounts listed in Schedule 13 to the Perfection Certificate. Assuming the due execution of Deposit Account Control Agreements (which may be delivered after the Closing Date to the extent permitted under
Section 6.20 of the Credit Agreement), the Administrative Agent has a first priority security interest in each such Deposit Account (other than Excluded Accounts), which security interest is perfected by Control. Each Pledgor shall
establish and maintain one or more Deposit Accounts into which such Pledgor shall promptly deposit, and shall direct each Fiscal Intermediary or other Third Party Payor, in accordance with applicable law, including, without limitation, the Medicare
and Medicaid regulations, to directly remit, all payments in respect of any Medicare Accounts or Medicaid Accounts (the “Medicare and Medicaid Accounts”). Such Medicare and Medicaid Accounts shall be under the sole control of the
applicable Pledgor; provided that, on each Business Day the Pledgors shall remit, or authorize, direct and instruct the depository banks at which such separate deposit accounts are maintained to remit, by federal funds wire transfer all funds
received or deposited into such deposit accounts (to the extent such funds are available funds) to one of the Deposit Accounts subject to the Administrative Agent’s Control (or to Deposit Accounts that will become subject to the Administrative
Agent’s Control after due execution of a Deposit Account Control Agreement after the Closing Date as required under Section 6.20 of the Credit Agreement). No Pledgor shall hereafter establish and maintain any Deposit Account (other
than Excluded Accounts) unless (1) it shall have given the Administrative Agent 30 days’ prior written notice of its intention to establish such new Deposit Account with a Bank, (2) such Bank shall be reasonably acceptable to the
Administrative Agent and (3) such Bank and such Pledgor shall have duly executed and delivered to the Administrative Agent a Deposit Account Control Agreement with respect to such Deposit Account. The Administrative Agent agrees with each
Pledgor that the Administrative Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account (other than Excluded Accounts) or withhold any withdrawal rights from such Pledgor with
respect to funds from time to time credited to any Deposit Account (other than Excluded Accounts) unless an Event of Default has occurred and is continuing. Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a
Bank exercising its Control over any Deposit Account (other than Excluded Accounts) such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer
of any funds in such Deposit Account. No Pledgor shall grant Control of any Deposit Account (other than Excluded Accounts) to any person other than the Administrative Agent. 

(c) Securities Accounts and Commodity Accounts. (i) As of the date hereof, no Pledgor has any Securities Accounts
or Commodity Accounts other than those listed in Schedule 13 to the Perfection Certificate. Assuming the due execution of Securities Account Control Agreements or Commodity Account Control Agreements (which may be delivered after the Closing
Date to the extent permitted under Section 6.20 of the Credit Agreement), the Administrative Agent has a first priority security interest in each such Securities Account and Commodity Account (other than Excluded Accounts), which
security 

  
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interest is perfected by Control. No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other
than Excluded Accounts) unless (1) it shall have given the Administrative Agent 30 days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity
Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Administrative Agent and (3) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall
have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Administrative Agent
and within five (5) Business Days of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Administrative Agent’s Control (or a Deposit Account or
Securities Account that will become subject to the Administrative Agent’s Control after due execution of a Deposit Account Control Agreement, Securities Account Control Agreement or Commodity Account Control Agreement after the Closing Date as
required under Section 6.20 of the Credit Agreement). The Administrative Agent agrees with each Pledgor that the Administrative Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated
securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such Pledgor, unless an Event of Default has occurred and is continuing or, after giving effect
to any such investment and withdrawal rights, would occur. Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Securities Intermediary or Commodity Intermediary exercising its Control over any Securities
Account and Commodity Account such Pledgor shall not give any instructions or orders with respect to such Securities Account and Commodity Account including, without limitation, instructions for investment, distribution or transfer of any Investment
Property or Financial Asset maintained in such Securities Account or Commodity Account. No Pledgor shall grant Control over any Investment Property (other than Excluded Accounts) to any person other than the Administrative Agent. 

(ii) As between the Administrative Agent and the Pledgors, the Pledgors shall bear the investment risk with respect to the
Investment Property and Pledged Securities, and the risk of loss of, damage to, or the destruction of the Investment Property and Pledged Securities, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to
the Control of, the Administrative Agent, a Securities Intermediary, a Commodity Intermediary, any Pledgor or any other person. 

(d) Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under or in connection with any
of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in
Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 

  
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to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the
Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Agent thereof and shall take such action as the Administrative Agent may reasonably request to vest in the Administrative Agent control
of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be,
Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts
payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $2,500,000 in
the aggregate for all Pledgors. The Administrative Agent agrees with such Pledgor that the Administrative Agent will arrange, pursuant to procedures satisfactory to the Administrative Agent and so long as such procedures will not result in the
Administrative Agent’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under Section 9-105 of the UCC or, as the case may be,
Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in control to allow without loss of control, unless an Event of Default has occurred
and is continuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record. 

(e) Letter-of-Credit Rights. If any Pledgor is at any time a beneficiary under a Letter of Credit now or hereafter
issued, such Pledgor shall promptly notify the Administrative Agent thereof and such Pledgor shall, upon the occurrence and during the continuation of an Event of Default, at the request of the Administrative Agent, pursuant to an agreement in form
and substance reasonably satisfactory to the Administrative Agent, either (i) arrange for the issuer and any confirmer of such Letter of Credit to consent to an assignment to the Administrative Agent of the proceeds of any drawing under the
Letter of Credit or (ii) arrange for the Administrative Agent to become the transferee beneficiary of such Letter of Credit, with the Administrative Agent agreeing, in each case, that the proceeds of any drawing under the Letter of Credit are
to be applied as provided in the Credit Agreement. The actions in the preceding sentence shall not be required to the extent that the amount of any such Letter of Credit, together with the aggregate amount of all other Letters of Credit for which
the actions described above in clauses (i) and (ii) have not been taken, does not exceed $2,500,000 in the aggregate for all Pledgors. 

(f) Commercial Tort Claims. As of the date hereof, each Pledgor hereby represents and warrants that it holds no
Commercial Tort Claims other than those listed in Schedule 12 to the Perfection Certificate. If any Pledgor shall at any time hold or acquire a Commercial Tort Claim, such Pledgor shall promptly (but in any event within 30 days after
acquisition thereof) notify the Administrative Agent in writing signed by such Pledgor of the brief details thereof and grant to the Administrative Agent in such writing a security 

  
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interest therein and in the Proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to the Administrative Agent. The
requirement in the preceding sentence shall not apply to the extent that the amount of such Commercial Tort Claim, together with the amount of all other Commercial Tort Claims held by any Pledgor in which the Administrative Agent does not have a
security interest, does not exceed $2,500,000 in the aggregate for all Pledgors. 
 (g) [Reserved]. 

(h) [Reserved]. 

SECTION 3.5. Joinder of Additional Guarantors. The Pledgors shall cause each wholly-owned Subsidiary of the Borrower which, from time
to time, after the date hereof shall be required to pledge any assets to the Administrative Agent for the benefit of the Secured Parties pursuant to the provisions of the Credit Agreement, (a) to execute and deliver to the Administrative Agent
(i) a Joinder Agreement substantially in the form of Exhibit A to the Guaranty and (ii) a Perfection Certificate, in each case, within thirty (30) days of the date on which it was acquired or created or (b) in the
case of a Subsidiary organized outside of the United States required to pledge any assets to the Administrative Agent, to execute and deliver to the Administrative Agent such documentation as the Administrative Agent shall reasonably request and, in
each case with respect to clauses (a) and (b) above and, in each case, upon such execution and delivery, such Subsidiary shall constitute a “Guarantor” and a “Pledgor” for all purposes hereunder with the same force and
effect as if originally named as a Guarantor and Pledgor herein. The execution and delivery of such Joinder Agreement shall not require the consent of any Pledgor hereunder. The rights and obligations of each Pledgor hereunder shall remain in full
force and effect notwithstanding the addition of any new Guarantor and Pledgor as a party to this Agreement. 
 SECTION 3.6. Supplements;
Further Assurances. Each Pledgor shall take such further actions, and execute and/or deliver to the Administrative Agent such additional financing statements, amendments, assignments, agreements, supplements, powers and instruments, as the
Administrative Agent may in its reasonable judgment deem necessary or appropriate in order to create, perfect, preserve and protect the security interest in the Pledged Collateral as provided herein and the rights and interests granted to the
Administrative Agent hereunder, to carry into effect the purposes hereof or better to assure and confirm the validity, enforceability and priority of the Administrative Agent’s security interest in the Pledged Collateral or permit the
Administrative Agent to exercise and enforce its rights, powers and remedies hereunder with respect to any Pledged Collateral, including the filing of financing statements, continuation statements and other documents (including this Agreement) under
the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements (other than Excluded Accounts), all in form reasonably
satisfactory to the Administrative Agent and in such offices (including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by law to perfect, continue and maintain the validity, enforceability and
priority of the security interest in the Pledged Collateral as provided herein and to preserve the other rights and interests granted to the Administrative Agent hereunder, as against third parties, with respect to the Pledged Collateral. Without
limiting the generality of the foregoing, each 

  
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Pledgor shall make, execute, endorse, acknowledge, file or refile and/or deliver to the Administrative Agent from time to time upon reasonable request by the Administrative Agent such lists,
schedules, descriptions and designations of the Pledged Collateral, copies of warehouse receipts, receipts in the nature of warehouse receipts, bills of lading, documents of title, vouchers, invoices, schedules, confirmatory assignments,
supplements, additional security agreements, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments as the Administrative Agent shall reasonably request. If an Event of
Default has occurred and is continuing, the Administrative Agent may institute and maintain, in its own name or in the name of any Pledgor, such suits and proceedings as the Administrative Agent may be advised by counsel shall be reasonably
necessary or expedient to prevent any impairment of the security interest in or the perfection thereof in the Pledged Collateral. All of the foregoing shall be at the sole cost and expense of the Pledgors. 

SECTION 3.7. Pledgor Changes; Information Regarding Collateral. No Pledgor shall effect any change (i) in any Pledgor’s legal
name, (ii) in the location of any Pledgor’s chief executive office, (iii) in any Pledgor’s identity or organizational structure, (iv) in any Pledgor’s Federal Taxpayer Identification Number or organizational
identification number, if any, or (v) in any Pledgor’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other
jurisdiction), until (A) it shall have given the Administrative Agent not less than 5 days’ prior written notice (in the form of an certificate from a Responsible Officer), or such lesser notice period agreed to by the Administrative
Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to
the Administrative Agent to maintain the perfection and priority of the security interest of the Administrative Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Pledgor agrees to promptly provide the Administrative
Agent with certified Organization Documents reflecting any of the changes described in the preceding sentence. 
 ARTICLE IV 

REPRESENTATIONS, WARRANTIES AND COVENANTS 

Each Pledgor represents, warrants and covenants as follows: 

SECTION 4.1. Title. Except for the security interest granted to the Administrative Agent for the benefit of the Secured Parties
pursuant to this Agreement and Permitted Liens, such Pledgor owns and has rights and, as to Pledged Collateral acquired by it from time to time after the date hereof, will own and have rights in each item of Pledged Collateral pledged by it
hereunder, free and clear of any and all Liens or claims of others other than with respect to Pledged Securities for restrictions on transfer imposed by applicable state and federal securities laws. In addition, no Liens or claims exist on the
Securities Collateral, other than Permitted Liens and except with respect to Pledged Securities for restrictions on transfer pursuant to applicable federal and state securities laws. 

  
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 SECTION 4.2. Validity of Security Interest. The security interest in and Lien on the
Pledged Collateral granted to the Administrative Agent for the benefit of the Secured Parties hereunder constitutes (a) a legal and valid security interest in all the Pledged Collateral securing the payment and performance of the Obligations,
and (b) subject to the filings and other actions described in Schedule 6 to the Perfection Certificate (to the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed
made), (i) will constitute a perfected security interest in all the Pledged Collateral in which a security interest may be perfected in the United States by filing, recording or registering a financing statement or analogous document in the
United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or other applicable law in such jurisdictions and (ii) will constitute a perfected security interest in all Pledged Collateral in which
a security interest may be perfected in the United States upon the timely receipt and recording of the Patent Security Agreement, Copyright Security Agreement or Trademark Security Agreement with the United States Patent and Trademark Office and the
United States Copyright Office, as applicable. Except to the extent a security interest in such Pledged Collateral cannot be perfected by the filings or other actions described in the preceding clauses (i) and (ii), the security interest and
Lien granted to the Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement in and on the Pledged Collateral will at all times constitute a perfected, continuing security interest therein (other than with respect to
real property leases), prior to all other Liens on the Pledged Collateral except for Permitted Liens and with respect to the Pledged Securities, to restrictions on transfer under applicable state and federal securities laws, subject to the filing of
continuation statements as required by applicable law. 
 SECTION 4.3. Defense of Claims; Transferability of Pledged Collateral.
Subject to Section 7.09 of the Credit Agreement, each Pledgor shall, at its own cost and expense, defend title to the Pledged Collateral pledged by it hereunder and the security interest therein and Lien thereon granted to the Administrative
Agent and the priority thereof against all claims and demands of all persons, at its own cost and expense, at any time claiming any interest therein adverse to the Administrative Agent or any other Secured Party other than Permitted Liens. Subject
to Section 7.09 of the Credit Agreement, there is no agreement, order, judgment or decree, and no Pledgor shall enter into any agreement or take any other action, that would restrict the transferability of any of the Pledged Collateral or
otherwise impair or conflict with such Pledgor’s obligations or the rights of the Administrative Agent hereunder. 
 SECTION 4.4.
Other Financing Statements. It has not filed, nor authorized any third party to file (nor will there be), any valid or effective financing statement (or similar statement, instrument of registration or public notice under the law of any
jurisdiction) covering or purporting to cover any interest of any kind in the Pledged Collateral, except such as have been filed in favor of the Administrative Agent pursuant to this Agreement or in favor of any holder of a Permitted Lien with
respect to such Permitted Lien. No Pledgor shall execute, authorize or permit to be filed in any public office any financing statement (or similar statement, instrument of registration or public notice under the law of any jurisdiction) relating to
any Pledged Collateral, except financing statements and other statements and instruments filed or to be filed in respect of and covering the security interests granted by such Pledgor to the Administrative Agent or the holder of the Permitted Liens.


  
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 SECTION 4.5. Location of Inventory and Equipment. It shall not move any Equipment or
Inventory to any location, other than any location that is listed in the relevant Schedules to the Perfection Certificate and other than moves to new locations in the ordinary course of business, unless it shall have given the Administrative Agent
not less than 5 days’ prior written notice (in the form of a certificate of a Responsible Officer) of its intention so to do, clearly describing such new location and providing such other information in connection therewith as the
Administrative Agent may request; provided that in no event shall any Equipment or Inventory be moved to any location outside of the continental United States. 

SECTION 4.6. Due Authorization and Issuance. All of the Pledged Securities existing on the date hereof have been, and to the extent any
Pledged Securities are hereafter issued, such Pledged Securities will be, upon such issuance, duly authorized, validly issued and fully paid and non-assessable to the extent applicable. There is no amount or other obligation owing by any Pledgor to
any issuer of the Pledged Securities in exchange for or in connection with the issuance of the Pledged Securities or any Pledgor’s status as a partner or a member of any issuer of the Pledged Securities other than with respect to the Joint
Venture Entities, as set forth in the Organization Documents of such Joint Venture Entity. 
 SECTION 4.7. Consents, etc. In the
event that the Administrative Agent desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Agreement and determines it necessary to obtain any approvals or consents of any Governmental Authority or
Joint Venture Entity or any other person therefor, then, upon the reasonable request of the Administrative Agent, such Pledgor agrees to use its commercially reasonable efforts to assist and aid the Administrative Agent to obtain as soon as
practicable any necessary approvals or consents for the exercise of any such remedies, rights and powers. 
 SECTION 4.8. Pledged
Collateral. All information set forth herein, including the schedules hereto, and all information contained in any documents, schedules and lists heretofore delivered to any Secured Party, including the Perfection Certificate and the schedules
thereto, in connection with this Agreement, in each case, relating to the Pledged Collateral, is accurate and complete in all material respects. The Pledged Collateral described on the schedules to the Perfection Certificate constitutes all of the
material property of such type of Pledged Collateral owned or held by the Pledgors. 
 SECTION 4.9. Insurance. In the event that the
proceeds of any insurance claim are paid to any Pledgor after the Administrative Agent has exercised its right to foreclose after an Event of Default, such Net Cash Proceeds shall be held in trust for the benefit of the Administrative Agent and
immediately after receipt thereof shall be paid to the Administrative Agent for application in accordance with the Credit Agreement. 

SECTION 4.10. [Reserved]. 

  
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 ARTICLE V 

CERTAIN PROVISIONS CONCERNING SECURITIES COLLATERAL 

SECTION 5.1. Pledge of Additional Securities Collateral. Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany
Notes of any person, accept the same in trust for the benefit of the Administrative Agent and promptly (but in any event within thirty (30) days after receipt thereof) deliver to the Administrative Agent a pledge amendment, duly executed by
such Pledgor, in substantially the form of Exhibit 2 hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the
additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each
Pledgor hereby authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Administrative Agent shall for all
purposes hereunder be considered Pledged Collateral. 
 SECTION 5.2. Voting Rights; Distributions; etc. 

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

(i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities
Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Obligations; provided, however, that no Pledgor shall in any event exercise
such rights in any manner which could reasonably be expected to have a Material Adverse Effect. 
 (ii) Each Pledgor shall be
entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent made in accordance with the provisions of the Credit Agreement; provided, however, that any and
all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Administrative Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of
the Administrative Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within thirty (30) days after receipt thereof) delivered to the Administrative Agent as Pledged Collateral in the same
form as so received (with any necessary endorsement). 
 (b) So long as no Event of Default shall have occurred and be continuing, the
Administrative Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and
expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other
rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. 

  
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 (c) Upon the occurrence and during the continuance of any Event of Default: 

(i) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise
pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Administrative Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights;
provided that, with respect to the Joint Venture Entities, to the extent the Organization Documents of the Joint Venture Entities do not permit the Administrative Agent to exercise such voting and other consensual rights, the applicable
Pledgor shall retain such voting and other consensual rights it is entitled to exercise under the Organization Documents of such entities; provided, however, that no Pledgor shall in any event exercise such rights in any manner which
could reasonably be expected to have a Material Adverse Effect. 
 (ii) All rights of each Pledgor to receive Distributions
which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Administrative Agent, which shall thereupon have the sole
right to receive and hold as Pledged Collateral such Distributions. 
 (iii) Notwithstanding the foregoing, the remedies
described in Sections 5.2(c)(i) and (ii) shall not apply with respect to Securities Collateral constituting Equity Interests in any Joint Venture Entity unless, to the extent required by the Organization Document of such Joint
Venture Entity, consented to by (x) the members of such Joint Venture Entity and/or (y) the board of managers of such Joint Venture Entity; provided, in each case, that the consent of any Pledgor shall not be withheld or delayed.

 (d) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Administrative Agent appropriate
instruments as the Administrative Agent may reasonably request in order to permit the Administrative Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i) hereof and to receive
all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof. 
 (e) All Distributions which are
received by any Pledgor contrary to the provisions of Section 5.2(a)(ii) hereof shall be received in trust for the benefit of the Administrative Agent, shall be segregated from other funds of such Pledgor and shall immediately be paid
over to the Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 
 SECTION 5.3.
Defaults, etc. Each Pledgor hereby represents and warrants that (i) such Pledgor is not in default in the payment of any portion of any mandatory capital contribution, if any, required to be made under any agreement to which such Pledgor
is a party relating to the Pledged Securities pledged by it, and such Pledgor is not in violation of any other provisions of any such agreement to which such Pledgor is a party, or otherwise in default or violation thereunder except for such
defaults or violations that could not reasonably be expected to 

  
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result in a Material Adverse Effect, (ii) no Securities Collateral pledged by such Pledgor is subject to any defense, offset or counterclaim, nor have any of the foregoing been asserted or
alleged against such Pledgor by any person with respect thereto, and (iii) as of the date hereof, there are no certificates, instruments, documents or other writings (other than the Organization Documents and certificates representing such
Pledged Securities that have been delivered to the Administrative Agent) which evidence any Pledged Securities of such Pledgor. 
 SECTION
5.4. Certain Agreements of Pledgors As Issuers and Holders of Equity Interests. 
 (a) In the case of each Pledgor which is an issuer
of Securities Collateral, such Pledgor agrees to be bound by the terms of this Agreement relating to the Securities Collateral issued by it and will comply with such terms insofar as such terms are applicable to it. 

(b) In the case of each Pledgor which is a partner, shareholder or member, as the case may be, in a partnership, limited liability company or
other entity, such Pledgor hereby consents to the extent required by the applicable Organization Document to the pledge by each other Pledgor, pursuant to the terms hereof, of the Pledged Securities in such partnership, limited liability company or
other entity and, upon the occurrence and during the continuance of an Event of Default, to the transfer of such Pledged Securities to the Administrative Agent or its nominee and to the substitution of the Administrative Agent or its nominee as a
substituted partner, shareholder or member in such partnership, limited liability company or other entity with all the rights, powers and duties of a general partner, limited partner, shareholder or member, as the case may be. 

ARTICLE VI 
 CERTAIN PROVISIONS
CONCERNING INTELLECTUAL 
 PROPERTY COLLATERAL 

SECTION 6.1. Grant of Intellectual Property License. For the purpose of enabling the Administrative Agent, during the continuance of an
Event of Default, to exercise rights and remedies under Article IX hereof at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, each Pledgor hereby grants to the
Administrative Agent, to the extent assignable, an irrevocable, non-exclusive license to use, assign, license or sublicense any of the Intellectual Property Collateral now owned or hereafter acquired by such Pledgor, wherever the same may be
located. Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout hereof. 

SECTION 6.2. Protection of Administrative Agent’s Security. On a continuing basis, each Pledgor shall, at its sole cost and
expense, (i) promptly following its becoming aware thereof, notify the Administrative Agent of any material adverse determination in any proceeding or the institution of any proceeding in any federal, state or local court or administrative body
or in the United States Patent and Trademark Office or the United States Copyright Office 

  
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regarding any Material Intellectual Property Collateral, such Pledgor’s right to register such Material Intellectual Property Collateral or its right to keep and maintain such registration
in full force and effect, (ii) maintain all Material Intellectual Property Collateral as presently used and operated, (iii) not permit to lapse or become abandoned any Material Intellectual Property Collateral, and not settle or compromise
any pending or future litigation or administrative proceeding with respect to any such Material Intellectual Property Collateral, in either case except as shall be consistent with commercially reasonable business judgment, (iv) upon such
Pledgor obtaining knowledge thereof, promptly notify the Administrative Agent of any event which may be reasonably expected to materially and adversely affect the value or utility of any Material Intellectual Property Collateral or the rights and
remedies of the Administrative Agent in relation thereto including a levy or any legal process against any Material Intellectual Property Collateral, (v) not license any Material Intellectual Property Collateral other than licenses entered into
by such Pledgor in, or incidental to, the ordinary course of business, or amend or permit the amendment of any of such licenses in a manner that materially and adversely affects the right to receive payments thereunder, or in any manner that would
materially impair the value of any Material Intellectual Property Collateral or the Lien on and security interest in the Material Intellectual Property Collateral created therein hereby, without the consent of the Administrative Agent (which consent
shall not be unreasonably withheld), (vi) diligently keep adequate records respecting all Material Intellectual Property Collateral and (vii) furnish to the Administrative Agent from time to time upon the Administrative Agent’s
reasonable request therefor reasonably detailed statements and amended schedules further identifying and describing the Material Intellectual Property Collateral and such other materials evidencing or reports pertaining to any Material Intellectual
Property Collateral as the Administrative Agent may from time to time reasonably request. 
 SECTION 6.3. After-Acquired Property. If
any Pledgor shall at any time after the date hereof (i) obtain any rights to any additional Material Intellectual Property Collateral or (ii) become entitled to the benefit of any additional Material Intellectual Property Collateral or any
renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Material Intellectual Property Collateral, or any improvement on any Material Intellectual Property Collateral, or if any intent-to use
trademark application is no longer subject to clause (c) of the definition of Excluded Property, the provisions hereof shall automatically apply thereto and any such item enumerated in the preceding clause (i) or (ii) shall
automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and be subject to the Lien and security interest created by this Agreement without further
action by any party. No later than concurrently with the delivery of financial statements pursuant to Section 7.01(a) of the Credit Agreement for the fiscal year during which such item enumerated in the preceding clause (a) or
(b) occurs, each Pledgor shall (x) provide to the Administrative Agent written notice of any of the foregoing (which notice may be in the form of a report supplementing Schedule 5.17 of the Credit Agreement) and (y) if requested by
Administrative Agent, within 30 days of such request, confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) above by execution of an instrument in form reasonably
acceptable to the Administrative Agent and the filing of any instruments or statements as shall be reasonably necessary to create, preserve, protect or perfect the Administrative Agent’s security interest in such Material Intellectual


  
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Property Collateral. Further, each Pledgor authorizes the Administrative Agent to modify this Agreement by amending Schedules 11(a), 11(b) and 11(c) to the Perfection
Certificate to include any Material Intellectual Property Collateral of such Pledgor acquired or arising after the date hereof. 
 SECTION
6.4. Litigation. Unless there shall occur and be continuing any Event of Default, each Pledgor shall have the right to commence and prosecute in its own name, as the party in interest, for its own benefit and at the sole cost and expense of
the Pledgors, such applications for protection of the Intellectual Property Collateral and suits, proceedings or other actions to prevent the infringement, counterfeiting, unfair competition, dilution, diminution in value or other damage as are
necessary to protect the Intellectual Property Collateral. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall have the right but shall in no way be obligated to file applications for protection of
the Intellectual Property Collateral and/or bring suit in the name of any Pledgor, the Administrative Agent or the Secured Parties to enforce the Intellectual Property Collateral and any license thereunder. In the event of such suit, each Pledgor
shall, at the reasonable request of the Administrative Agent, do any and all lawful acts and execute any and all documents requested by the Administrative Agent in aid of such enforcement and the Pledgors shall promptly reimburse and indemnify the
Administrative Agent for all costs and expenses incurred by the Administrative Agent in the exercise of its rights under this Section 6.4 in accordance with Section 10.04 of the Credit Agreement. In the event that the
Administrative Agent shall elect not to bring suit to enforce the Intellectual Property Collateral, each Pledgor agrees, at the reasonable request of the Administrative Agent, to take all commercially reasonable actions necessary, whether by suit,
proceeding or other action, to prevent the infringement, counterfeiting, unfair competition, dilution, diminution in value of or other damage to any of the Intellectual Property Collateral by any person. 

ARTICLE VII 
 CERTAIN PROVISIONS
CONCERNING RECEIVABLES 
 SECTION 7.1. Maintenance of Records. Each Pledgor shall keep and maintain at its own cost and expense
complete records of each Receivable, in a manner consistent with ordinary business practice, including records of all payments received, all credits granted thereon, all merchandise returned and all other documentation relating thereto. Each Pledgor
shall, at such Pledgor’s sole cost and expense, upon the Administrative Agent’s demand made at any time after the occurrence and during the continuance of any Event of Default, deliver all tangible evidence of Receivables, including all
documents evidencing Receivables and any books and records relating thereto to the Administrative Agent or to its representatives (copies of which evidence and books and records may be retained by such Pledgor). Upon the occurrence and during the
continuance of any Event of Default, the Administrative Agent may transfer a full and complete copy of any Pledgor’s books, records, credit information, reports, memoranda and all other writings relating to the Receivables to and for the use by
any person that has acquired or is contemplating acquisition of an interest in the Receivables or the Administrative Agent’s security interest therein without the consent of any Pledgor. 

  
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 SECTION 7.2. Legend. Each Pledgor shall legend, at the reasonable request of the
Administrative Agent and in form and manner satisfactory to the Administrative Agent, the Receivables and the other books, records and documents of such Pledgor evidencing or pertaining to the Receivables with an appropriate reference to the fact
that the Receivables have been assigned to the Administrative Agent for the benefit of the Secured Parties and that the Administrative Agent has a security interest therein. 

SECTION 7.3. Modification of Terms, etc. No Pledgor shall rescind or cancel any obligations evidenced by any Receivable or modify any
term thereof or make any adjustment with respect thereto except in the ordinary course of business, or extend or renew any such obligations except in the ordinary course of business or compromise or settle any dispute, claim, suit or legal
proceeding relating thereto or sell any Receivable or interest therein except in the ordinary course of business without the prior written consent of the Administrative Agent. Each Pledgor shall timely fulfill all obligations on its part to be
fulfilled under or in connection with the Receivables. 
 SECTION 7.4. Collection. Each Pledgor shall use its commercially reasonable
efforts to collect from the Account Debtor of each of the Receivables, as and when due in the ordinary course of business (including Receivables that are delinquent, such Receivables to be collected in accordance with generally accepted commercial
collection procedures), any and all amounts owing under or on account of such Receivable, and apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such Receivable, except that any Pledgor may, with
respect to a Receivable, allow in the ordinary course of business (i) a refund or credit due as a result of returned or damaged or defective merchandise and (ii) such extensions of time to pay amounts due in respect of Receivables and such
other modifications of payment terms or settlements in respect of Receivables as shall be commercially reasonable in the circumstances, all in accordance with such Pledgor’s ordinary course of business consistent with its collection practices
as in effect from time to time. The costs and expenses (including attorneys’ fees) of collection, in any case, whether incurred by any Pledgor, the Administrative Agent or any Secured Party, shall be paid by the Pledgors. 

ARTICLE VIII 
 TRANSFERS 

SECTION 8.1. Transfers of Pledged Collateral. No Pledgor shall sell, convey, assign or otherwise dispose of, or grant any option with
respect to, any of the Pledged Collateral pledged by it hereunder except as expressly permitted by the Credit Agreement. 
 ARTICLE IX 

REMEDIES 
 SECTION 9.1.
Remedies. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent may from time to time exercise in respect of the Pledged Collateral, in addition to the other rights and remedies provided for herein
or otherwise available to it, the following remedies: 
 (i) Personally, or by agents or attorneys, immediately take
possession of the Pledged Collateral or any part thereof, from any Pledgor or any other person who then has possession of any part thereof with or without notice to the extent permitted by applicable law or process of law, and for that purpose may
enter upon any Pledgor’s premises where any of the Pledged Collateral is located, remove such Pledged Collateral, remain present at such premises to receive copies of all communications and remittances relating to the Pledged Collateral and use
in connection with such removal and possession any and all services, supplies, aids and other facilities of any Pledgor; 

  
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 (ii) Demand, sue for, collect or receive any money or property at any time
payable or receivable in respect of the Pledged Collateral including instructing the obligor or obligors on any agreement, instrument or other obligation constituting part of the Pledged Collateral to make any payment required by the terms of such
agreement, instrument or other obligation directly to the Administrative Agent, and in connection with any of the foregoing, compromise, settle, extend the time for payment and make other modifications with respect thereto; provided,
however, that in the event that any such payments are made directly to any Pledgor, prior to receipt by any such obligor of such instruction, such Pledgor shall segregate all amounts received pursuant thereto in trust for the benefit of the
Administrative Agent and shall promptly (but in no event later than three (3) Business Days after receipt thereof) pay such amounts to the Administrative Agent; 

(iii) Sell, assign, grant a license to use or otherwise liquidate, or direct any Pledgor to sell, assign, grant a license to
use or otherwise liquidate, any and all investments made in whole or in part with the Pledged Collateral or any part thereof, and take possession of the proceeds of any such sale, assignment, license or liquidation; 

(iv) Take possession of the Pledged Collateral or any part thereof, by directing any Pledgor in writing to deliver the same to
the Administrative Agent at any place or places so designated by the Administrative Agent, in which event such Pledgor shall at its own expense: (A) forthwith cause the same to be moved to the place or places designated by the Administrative
Agent and therewith delivered to the Administrative Agent, (B) store and keep any Pledged Collateral so delivered to the Administrative Agent at such place or places pending further action by the Administrative Agent and (C) while the
Pledged Collateral shall be so stored and kept, provide such security and maintenance services as shall be necessary to protect the same and to preserve and maintain them in good condition. Each Pledgor’s obligation to deliver the Pledged
Collateral as contemplated in this Section 9.1(iv) is of the essence hereof. Upon application to a court of equity having jurisdiction, the Administrative Agent shall be entitled to a decree requiring specific performance by any Pledgor
of such obligation; 

  
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 (v) Withdraw all moneys, instruments, securities and other property in any bank,
financial securities, deposit or other account of any Pledgor constituting Pledged Collateral for application to the Obligations as provided in Article X hereof; 

(vi) Retain and apply the Distributions to the Obligations as provided in Article X hereof; 

(vii) Exercise any and all rights as beneficial and legal owner of the Pledged Collateral, including perfecting assignment of
and exercising any and all voting, consensual and other rights and powers with respect to any Pledged Collateral; and 

(viii) Exercise all the rights and remedies of a secured party on default under the UCC, and the Administrative Agent may also
in its sole discretion, without notice except as specified in Section 9.2 hereof, sell, assign or grant a license to use the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange,
broker’s board or at any of the Administrative Agent’s offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Administrative Agent may deem commercially reasonable.
The Administrative Agent or any other Secured Party or any of their respective Affiliates may be the purchaser, licensee, assignee or recipient of the Pledged Collateral or any part thereof at any such sale and shall be entitled, for the purpose of
bidding and making settlement or payment of the purchase price for all or any portion of the Pledged Collateral sold, assigned or licensed at such sale, to use and apply any of the Obligations owed to such person as a credit on account of the
purchase price of the Pledged Collateral or any part thereof payable by such person at such sale. Each purchaser, assignee, licensee or recipient at any such sale shall acquire the property sold, assigned or licensed absolutely free from any claim
or right on the part of any Pledgor, and each Pledgor hereby waives, to the fullest extent permitted by law, all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now
existing or hereafter enacted. The Administrative Agent shall not be obligated to make any sale of the Pledged Collateral or any part thereof regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private
sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Pledgor hereby waives, to the fullest extent permitted by law,
any claims against the Administrative Agent arising by reason of the fact that the price at which the Pledged Collateral or any part thereof may have been sold, assigned or licensed at such a private sale was less than the price which might have
been obtained at a public sale. 
 Notwithstanding the foregoing, the remedies described in Sections 9.1(iii), (iv),
(vii) and (viii) shall not apply with respect to Securities Collateral constituting Equity Interests in any Joint Venture Entity unless, to the extent required by the Organization Document of such Joint Venture Entity,
consented to by (x) the members of such Joint Venture Entity and/or (y) the board of managers of such Joint Venture Entity; provided, in each case, that the consent of any Pledgor shall not be withheld or delayed. 

  
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 SECTION 9.2. Notice of Sale. Each Pledgor acknowledges and agrees that, to the extent
notice of sale or other disposition of the Pledged Collateral or any part thereof shall be required by law, ten (10) days’ prior notice to such Pledgor of the time and place of any public sale or of the time after which any private sale or
other intended disposition is to take place shall be commercially reasonable notification of such matters. No notification need be given to any Pledgor if it has signed, after the occurrence of an Event of Default, a statement renouncing or
modifying any right to notification of sale or other intended disposition. 
 SECTION 9.3. Waiver of Notice and Claims. Each Pledgor
hereby waives, to the fullest extent permitted by applicable law, notice or judicial hearing in connection with the Administrative Agent’s taking possession or the Administrative Agent’s disposition of the Pledged Collateral or any part
thereof, including any and all prior notice and hearing for any prejudgment remedy or remedies and any such right which such Pledgor would otherwise have under law, and each Pledgor hereby further waives, to the fullest extent permitted by
applicable law: (i) all damages occasioned by such taking of possession, (ii) all other requirements as to the time, place and terms of sale or other requirements with respect to the enforcement of the Administrative Agent’s rights
hereunder and (iii) all rights of redemption, appraisal, valuation, stay, extension or moratorium now or hereafter in force under any applicable law. The Administrative Agent shall not be liable for any incorrect or improper payment made
pursuant to this Article IX in the absence of gross negligence, bad faith or willful misconduct on the part of the Administrative Agent. Any sale of, or the grant of options to purchase, or any other realization upon, any Pledged
Collateral shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of the applicable Pledgor therein and thereto, and shall be a perpetual bar both at law and in equity against such Pledgor and against any
and all persons claiming or attempting to claim the Pledged Collateral so sold, optioned or realized upon, or any part thereof, from, through or under such Pledgor. 

SECTION 9.4. Certain Sales of Pledged Collateral. 

(a) Each Pledgor recognizes that, by reason of certain prohibitions contained in law, rules, regulations or orders of any Governmental
Authority, the Administrative Agent may be compelled, with respect to any sale of all or any part of the Pledged Collateral, to limit purchasers to those who meet the requirements of such Governmental Authority. Each Pledgor acknowledges that any
such sales may be at prices and on terms less favorable to the Administrative Agent than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such restricted sale shall be deemed
to have been made in a commercially reasonable manner and that, except as may be required by applicable law, the Administrative Agent shall have no obligation to engage in public sales. 

(b) Each Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act, and applicable state securities laws, the
Administrative Agent may be compelled, with respect to any sale of all or any part of the Securities Collateral and Investment Property, to limit purchasers to persons who will agree, among other things, to acquire such Securities Collateral or
Investment Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges that any such private sales 

  
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may be at prices and on terms less favorable to the Administrative Agent than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a
registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Agent shall have no
obligation to engage in public sales and no obligation to delay the sale of any Securities Collateral or Investment Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring
registration under the Securities Act or under applicable state securities laws, even if such issuer would agree to do so. 
 (c)
Notwithstanding the foregoing, each Pledgor shall, upon the occurrence and during the continuance of any Event of Default, at the reasonable request of the Administrative Agent, for the benefit of the Administrative Agent, cause any registration,
qualification under or compliance with any Federal or state securities law or laws to be effected with respect to all or any part of the Securities Collateral (other than Securities Collateral constituting Equity Interests in any Joint Venture
Entity unless, to the extent required by the Organization Document of such Joint Venture Entity, consented to by (x) the members of such Joint Venture Entity and/or (y) the board of managers of such Joint Venture Entity; provided,
in each case, that the consent of any Pledgor shall not be withheld or delayed) as soon as practicable and at the sole cost and expense of the Pledgors. Each Pledgor will use its commercially reasonable efforts to cause such registration to be
effected (and be kept effective) and will use its commercially reasonable efforts to cause such qualification and compliance to be effected (and be kept effective) as may be so requested and as would permit or facilitate the sale and distribution of
such Securities Collateral including registration under the Securities Act (or any similar statute then in effect), appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with all other
requirements of any Governmental Authority. Each Pledgor shall use its commercially reasonable efforts to cause the Administrative Agent to be kept advised in writing as to the progress of each such registration, qualification or compliance and as
to the completion thereof, shall furnish to the Administrative Agent such number of prospectuses, offering circulars or other documents incident thereto as the Administrative Agent from time to time may request, and shall indemnify and shall cause
the issuer of the Securities Collateral to indemnify, to the extent permitted by applicable laws, the Administrative Agent and all others participating in the distribution of such Securities Collateral against all claims, losses, damages and
liabilities caused by any untrue statement (or alleged untrue statement) of a material fact contained therein (or in any related registration statement, notification or the like) or by any omission (or alleged omission) to state therein (or in any
related registration statement, notification or the like) a material fact required to be stated therein or necessary to make the statements therein not misleading, other than to the extent such information was provided by the Administrative Agent.

 (d) If the Administrative Agent determines to exercise its right to sell any or all of the Securities Collateral or Investment Property
(other than Securities Collateral constituting Equity Interests in any Joint Venture Entity unless, to the extent required by the Organization Document of such Joint Venture Entity, consented to by (x) the members of such Joint Venture Entity
and/or (y) the board of managers of such Joint Venture Entity; provided, in each case, that 

  
 -31- 








 
the consent of any Pledgor shall not be withheld or delayed), upon written request, the applicable Pledgor shall from time to time furnish to the Administrative Agent all such information as the
Administrative Agent may reasonably request in order to determine the number of securities included in the Securities Collateral or Investment Property which may be sold by the Administrative Agent as exempt transactions under the Securities Act and
the rules of the SEC thereunder, as the same are from time to time in effect. 
 (e) Each Pledgor further agrees that a breach of any of the
covenants contained in this Section 9.4 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 9.4 shall be specifically enforceable against such Pledgor, and such Pledgor 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 and is continuing. 
 SECTION 9.5.
No Waiver; Cumulative Remedies. 
 (a) No failure on the part of the Administrative Agent to exercise, no course of dealing with
respect to, and no delay on the part of the Administrative Agent in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power, privilege or remedy hereunder
preclude any other or further exercise thereof or the exercise of any other right, power, privilege or remedy; nor shall the Administrative Agent be required to look first to, enforce or exhaust any other security, collateral or guaranties. All
rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies provided by law or otherwise available. 

(b) In the event that the Administrative Agent shall have instituted any proceeding to enforce any right, power, privilege or remedy under
this Agreement or any other Loan Document by foreclosure, sale, entry or otherwise, and such proceeding shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Administrative Agent, then and in every
such case, the Pledgors, the Administrative Agent and each other Secured Party shall be restored to their respective former positions and rights hereunder with respect to the Pledged Collateral, and all rights, remedies, privileges and powers of the
Administrative Agent and the other Secured Parties shall continue as if no such proceeding had been instituted. 
 SECTION 9.6. Certain
Additional Actions Regarding Intellectual Property. If any Event of Default shall have occurred and be continuing, upon the written demand of the Administrative Agent, each Pledgor shall execute and deliver to the Administrative Agent an
assignment or assignments of the registered Patents, Trademarks and/or Copyrights and Goodwill and such other documents as are necessary or appropriate to carry out the intent and purposes hereof. Within five (5) Business Days of written notice
thereafter from the Administrative Agent, each Pledgor shall make available to the Administrative Agent, to the extent within such Pledgor’s power and authority, such personnel in such Pledgor’s employ on the date of the Event


  
 -32- 








 
of Default as the Administrative Agent may reasonably designate to permit such Pledgor to continue, directly or indirectly, to produce, advertise and sell the products and services sold by such
Pledgor under the registered Patents, Trademarks and/or Copyrights, and such persons shall be available to perform their prior functions on the Administrative Agent’s behalf. 

ARTICLE X 
 APPLICATION OF
PROCEEDS 
 SECTION 10.1. Application of Proceeds. The proceeds received by the Administrative Agent in respect of any sale of,
collection from or other realization upon all or any part of the Pledged Collateral pursuant to the exercise by the Administrative Agent of its remedies shall be applied, together with any other sums then held by the Administrative Agent pursuant to
this Agreement, in accordance with the Credit Agreement. 
 ARTICLE XI 

MISCELLANEOUS 
 SECTION 11.1.
Concerning Administrative Agent. 
 (a) The Administrative Agent has been appointed as collateral agent pursuant to the Credit
Agreement. The actions of the Administrative Agent hereunder are subject to the provisions of the Credit Agreement. The Administrative Agent shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any
rights, and to take or refrain from taking action (including the release or substitution of the Pledged Collateral), in accordance with this Agreement and the Credit Agreement. The Administrative Agent may employ agents and attorneys-in-fact in
connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Administrative Agent may resign and a successor Administrative Agent may be appointed in the
manner provided in the Credit Agreement. Upon the acceptance of any appointment as the Administrative Agent by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights,
powers, privileges and duties of the retiring Administrative Agent under this Agreement, and the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under this Agreement. After any retiring Administrative
Agent’s resignation, the provisions hereof shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Administrative Agent. 

(b) The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in
its possession if such Pledged Collateral is accorded treatment substantially equivalent to that which the Administrative Agent, in its individual capacity, accords its own property consisting of similar instruments or interests, it being understood
that neither the Administrative Agent nor any of the Secured Parties shall have responsibility for (i) ascertaining or taking action with respect to calls, conversions, 

  
 -33- 








 
exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the Administrative Agent or any other Secured Party has or is deemed to have knowledge of
such matters or (ii) taking any necessary steps to preserve rights against any person with respect to any Pledged Collateral. 
 (c)
The Administrative Agent shall be entitled to rely upon any written notice, statement, certificate, order or other document or any telephone message believed by it to be genuine and correct and to have been signed, sent or made by the proper person,
and, with respect to all matters pertaining to this Agreement and its duties hereunder, upon advice of counsel selected by it. 
 (d) If any
item of Pledged Collateral also constitutes collateral granted to the Administrative Agent under any other deed of trust, mortgage, security agreement, pledge or instrument of any type, in the event of any conflict between the provisions hereof and
the provisions of such other deed of trust, mortgage, security agreement, pledge or instrument of any type in respect of such collateral, the Administrative Agent, in its sole discretion, shall select which provision or provisions shall control.

 (e) The Administrative Agent may rely on advice of counsel as to whether any or all UCC financing statements of the Pledgors need to be
amended as a result of any of the changes described in Section 3.7. If any Pledgor fails to provide information to the Administrative Agent about such changes on a timely basis, the Administrative Agent shall not be liable or responsible
to any party for any failure to maintain a perfected security interest in such Pledgor’s property constituting Pledged Collateral, for which the Administrative Agent needed to have information relating to such changes. The Administrative Agent
shall have no duty to inquire about such changes if any Pledgor does not inform the Administrative Agent of such changes, the parties acknowledging and agreeing that it would not be feasible or practical for the Administrative Agent to search for
information on such changes if such information is not provided by any Pledgor. 
 SECTION 11.2. Administrative Agent May Perform;
Administrative Agent Appointed Attorney-in-Fact. If any Pledgor shall fail to perform any covenants contained in this Agreement (including such Pledgor’s covenants to (i) pay the premiums in respect of all required insurance policies
hereunder, (ii) pay and discharge any taxes, assessments and special assessments, levies, fees and governmental charges imposed upon or assessed against, and landlords’, carriers’, mechanics’, workmen’s, repairmen’s,
laborers’, materialmen’s, suppliers’ and warehousemen’s Liens and other claims arising by operation of law against, all or any portion of the Pledged Collateral, (iii) make repairs, (iv) discharge Liens or (v) pay
or perform any obligations of such Pledgor under any Pledged Collateral) or if any representation or warranty on the part of any Pledgor contained herein shall fail to be true and correct in any material respect, the Administrative Agent may (but
shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend funds for such purpose; provided, however, that the Administrative Agent shall in no event be bound to inquire into the validity of
any tax, Lien, imposition or other obligation which such Pledgor fails to pay or perform as and when required hereby and which such Pledgor does not contest in accordance with the provisions of the Credit


  
 -34- 








 
Agreement; and provided, further, that unless an Event of Default has occurred and is continuing or time is of the essence, the Administrative Agent shall not take the foregoing
actions without first making demand on the Pledgors and the Pledgors failing to promptly comply therewith. Any and all amounts so expended by the Administrative Agent shall be paid by the Pledgors in accordance with the provisions of
Section 10.04 of the Credit Agreement. Neither the provisions of this Section 11.2 nor any action taken by the Administrative Agent pursuant to the provisions of this Section 11.2 shall prevent any such failure to
observe any covenant contained in this Agreement nor any breach of representation or warranty from constituting an Event of Default. Each Pledgor hereby appoints the Administrative Agent its attorney-in-fact, with full power and authority in the
place and stead of such Pledgor and in the name of such Pledgor, or otherwise, from time to time in the Administrative Agent’s reasonable discretion to take any action and to execute any instrument consistent with the terms of the Credit
Agreement, this Agreement and the other Loan Documents which the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof (but the Administrative Agent shall not be obligated to and shall have no liability to such
Pledgor or any third party for failure to so do or take action). The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Each Pledgor hereby ratifies all that
such attorney shall lawfully do or cause to be done by virtue hereof. 
 Anything in this Section 11.2 to the contrary, the
Administrative Agent agrees that, except as provided above, it will not exercise any rights under the foregoing power of attorney unless an Event of Default shall have occurred and be continuing. 

SECTION 11.3. Continuing Security Interest; Assignment. This Agreement shall create a continuing security interest in the Pledged
Collateral and shall (i) be binding upon the Pledgors, their respective successors and assigns and (ii) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Administrative Agent and the
other Secured Parties and each of their respective successors, transferees and assigns. No other persons (including any other creditor of any Pledgor) shall have any interest herein or any right or benefit with respect hereto. Without limiting the
generality of the foregoing clause (ii), any Secured Party may assign or otherwise transfer any indebtedness held by it secured by this Agreement to any other person, and such other person shall thereupon become vested with all the benefits in
respect thereof granted to such Secured Party, herein or otherwise, subject however, to the provisions of the Credit Agreement and, in the case of a Secured Party that is a party to a Secured Hedge Agreement or a Secured Cash Management Agreement,
such Secured Hedge Agreement or Secured Cash Management Agreement, as applicable. Each of the Pledgors agrees that its obligations hereunder and the security interest created hereunder shall continue to be effective or be reinstated, as applicable,
if at any time payment, or any part thereof, of all or any part of the Obligations is rescinded or must otherwise be restored by the Secured Party upon the bankruptcy or reorganization of any Pledgor or otherwise. 

SECTION 11.4. Termination; Release. When all the Obligations have been paid in full (other than contingent indemnification obligations
not then due), the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated or cash


  
 -35- 








 
collateralized in accordance with the provisions of the Credit Agreement, this Agreement shall terminate. Upon termination of this Agreement the Pledged Collateral shall immediately be released
from the Lien of this Agreement. Upon such release or any release of Pledged Collateral or any part thereof in accordance with the provisions of the Credit Agreement, the Administrative Agent shall, upon the request and at the sole cost and expense
of the Pledgors, assign, transfer and deliver to Pledgor, against receipt and without recourse to or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, such of the Pledged
Collateral or any part thereof to be released (in the case of a release) as may be in possession of the Administrative Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Pledged
Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Pledged Collateral, as the case may be.

 SECTION 11.5. Modification in Writing. No amendment, modification, supplement, termination or waiver of or to any provision
hereof, nor consent to any departure by any Pledgor therefrom, shall be effective unless the same shall be made in accordance with the terms of the Credit Agreement and unless in writing and signed by the Administrative Agent and the Pledgors. Any
amendment, modification or supplement of or to any provision hereof, any waiver of any provision hereof and any consent to any departure by any Pledgor from the terms of any provision hereof in each case shall be effective only in the specific
instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement or any other document evidencing the Obligations, no notice to or demand on any Pledgor in any case shall entitle any
Pledgor to any other or further notice or demand in similar or other circumstances. 
 SECTION 11.6. Notices. Unless otherwise
provided herein or in the Credit Agreement, any notice or other communication herein required or permitted to be given shall be given in the manner and become effective as set forth in the Credit Agreement, as to any Pledgor, addressed to it at the
address of the Borrower set forth in the Credit Agreement and as to the Administrative Agent, addressed to it at the address set forth in the Credit Agreement, or in each case at such other address as shall be designated by such party in a written
notice to the other party complying as to delivery with the terms of this Section 11.6. 
 SECTION 11.7. Governing Law,
Consent to Jurisdiction and Service of Process; Waiver of Jury Trial. Sections 10.14 and 10.15 of the Credit Agreement are incorporated herein, mutatis mutandis, as if a part hereof. 

SECTION 11.8. Severability of Provisions. Any provision hereof which is invalid, illegal or unenforceable in any jurisdiction shall, as
to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without invalidating the remaining provisions hereof or affecting the validity, legality or enforceability of such provision in any other
jurisdiction. 
 SECTION 11.9. Execution in Counterparts. This Agreement and any amendments, waivers, consents or supplements hereto
may be executed in any number of counterparts 

  
 -36- 








 
and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one
and the same agreement. Delivery of any executed counterpart of a signature page of this Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement. 

SECTION 11.10. Business Days. In the event any time period or any date provided in this Agreement ends or falls on a day other than a
Business Day, then such time period shall be deemed to end and such date shall be deemed to fall on the next succeeding Business Day, and performance herein may be made on such Business Day, with the same force and effect as if made on such other
day. 
 SECTION 11.11. No Credit for Payment of Taxes or Imposition. A Pledgor shall not be entitled to any credit against the
principal, premium, if any, or interest payable under the Credit Agreement, and such Pledgor shall not be entitled to any credit against any other sums which may become payable under the terms thereof or hereof, by reason of the payment of any Tax
on the Pledged Collateral or any part thereof. 
 SECTION 11.12. No Claims Against Administrative Agent. Nothing contained in this
Agreement shall constitute any consent or request by the Administrative Agent, express or implied, for the performance of any labor or services or the furnishing of any materials or other property in respect of the Pledged Collateral or any part
thereof, nor as giving any Pledgor any right, power or authority to contract for or permit the performance of any labor or services or the furnishing of any materials or other property in such fashion as would permit the making of any claim against
the Administrative Agent in respect thereof or any claim that any Lien based on the performance of such labor or services or the furnishing of any such materials or other property is prior to the Lien hereof. 

SECTION 11.13. No Release. Nothing set forth in this Agreement or any other Loan Document, nor the exercise by the Administrative Agent
of any of the rights or remedies hereunder, shall relieve any Pledgor from the performance of any term, covenant, condition or agreement on such Pledgor’s part to be performed or observed under or in respect of any of the Pledged Collateral or
from any liability to any person under or in respect of any of the Pledged Collateral or shall impose any obligation on the Administrative Agent or any other Secured Party to perform or observe any such term, covenant, condition or agreement on such
Pledgor’s part to be so performed or observed or shall impose any liability on the Administrative Agent or any other Secured Party for any act or omission on the part of such Pledgor relating thereto or for any breach of any representation or
warranty on the part of such Pledgor contained in this Agreement, the Credit Agreement or the other Loan Documents, or under or in respect of the Pledged Collateral or made in connection herewith or therewith. Anything herein to the contrary
notwithstanding, neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any contracts, agreements and other documents included in the Pledged 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 Pledgor thereunder or to take any action to collect or enforce any such contract, agreement or other document included in


  
 -37- 








 
the Pledged Collateral hereunder. The obligations of each Pledgor contained in this Section 11.13 shall survive the termination hereof and the discharge of such Pledgor’s other
obligations under this Agreement, the Credit Agreement and the other Loan Documents. 
 SECTION 11.14. Obligations Absolute. All
obligations of each Pledgor hereunder shall be absolute and unconditional irrespective of: 
 (i) any bankruptcy, insolvency,
reorganization, arrangement, readjustment, composition, liquidation or the like of any other Pledgor; 
 (ii) any lack of
validity or enforceability of the Credit Agreement, any Secured Hedge Agreement, any Secured Cash Management Agreement or any other Loan Document, or any other agreement or instrument relating thereto; 

(iii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any
other amendment or waiver of or any consent to any departure from the Credit Agreement, any Secured Hedge Agreement, any Secured Cash Management Agreement or any other Loan Document or any other agreement or instrument relating thereto; 

(iv) any pledge, exchange, release or non-perfection of any other collateral, or any release or amendment or waiver of or
consent to any departure from any guarantee, for all or any of the Obligations; 
 (v) any exercise, non-exercise or waiver
of any right, remedy, power or privilege under or in respect hereof, the Credit Agreement, any Secured Hedge Agreement, any Secured Cash Management Agreement or any other Loan Document except as specifically set forth in a waiver granted pursuant to
the provisions of Section 11.5 hereof; or 
 (vi) any other circumstances which might otherwise constitute a
defense available to, or a discharge of, any Pledgor. 
 [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.] 

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

					
	GENTIVA HEALTH SERVICES, INC.,
	as a Pledgor
		
	By:	 	 /s/ Tony Strange

		 	Name:	 	Tony Strange
		 	Title:	 	Chief Executive Officer and President
	
	[SIGNATURES TO BE UPDATED TO REFLECT EXECUTION BY ACQUIRED SUBS IMMEDIATELY POST CLOSING BY JOINDER]
	ACCESS HOME HEALTH OF FLORIDA, LLC
	CAPITAL CARE RESOURCES, LLC
	CAPITAL CARE RESOURCES OF SOUTH CAROLINA, LLC
	CAPITAL HEALTH MANAGEMENT GROUP, LLC
	CHATTAHOOCHEE VALLEY HOME CARE SERVICES, LLC
	CHATTAHOOCHEE VALLEY HOME HEALTH, LLC
	CHMG ACQUISITION LLC
	CHMG OF ATLANTA, LLC
	CHMG OF GRIFFIN, LLC
	EASTERN CAROLINA HOME HEALTH AGENCY, LLC
	FHI GP, INC.
	FHI HEALTH SYSTEMS, INC.
	FHI LP, INC.
	GENTIVA CERTIFIED HEALTHCARE CORP.
	GENTIVA HEALTH SERVICES (CERTIFIED), INC.
	GENTIVA HEALTH SERVICES HOLDING CORP.
	GENTIVA HEALTH SERVICES (USA) LLC
	GENTIVA REHAB WITHOUT WALLS, LLC
	GENTIVA SERVICES OF NEW YORK, INC.
	 GILBERT’S HOME HEALTH AGENCY, INC.

each as a Pledgor




  
 S-1 








 
					
	By:	 	 /s/ Tony Strange

		 	Name:	 	Tony Strange
		 	Title:	 	Chief Executive Officer and President



  
 S-2 








 
					
	GILBERT’S HOSPICE CARE, LLC
	GILBERT’S HOSPICE CARE OF MISSISSIPPI, LLC
	HEALTHFIELD HOME HEALTH, LLC
	HEALTHFIELD HOSPICE SERVICES, LLC
	HEALTHFIELD, LLC
	HEALTHFIELD OF SOUTHWEST GEORGIA, LLC
	HEALTHFIELD OF STATESBORO, LLC
	HEALTHFIELD OF TENNESSEE, LLC
	HEALTHFIELD OPERATING GROUP, LLC
	HOME HEALTH CARE AFFILIATES, INC.
	HOME HEALTH CARE AFFILIATES OF CENTRAL MISSISSIPPI, L.L.C.
	HOME HEALTH CARE AFFILIATES OF MISSISSIPPI, INC.
	HOME HEALTH CARE OF CARTERET COUNTY, LLC
	HORIZON HEALTH NETWORK LLC
	JAVELIN HEALTHCARE HOLDINGS, LLC
	JAVELIN MERGER SUB, INC.
	MID-SOUTH HOME CARE SERVICES, LLC
	MID-SOUTH HOME HEALTH AGENCY, LLC
	MID-SOUTH HOME HEALTH, LLC
	MID-SOUTH HOME HEALTH OF GADSDEN, LLC
	NEW YORK HEALTHCARE SERVICES, INC.
	ODYSSEY HEALTHCARE AUSTIN, LLC
	ODYSSEY HEALTHCARE DETROIT, LLC
	ODYSSEY HEALTHCARE FORT WORTH, LLC
	ODYSSEY HEALTHCARE GP, LLC
	ODYSSEY HEALTHCARE HOLDING COMPANY
	ODYSSEY HEALTHCARE, INC.
	ODYSSEY HEALTHCARE LP, LLC
	ODYSSEY HEALTHCARE OF AUGUSTA, LLC
	ODYSSEY HEALTHCARE OF FLINT, LLC
	 ODYSSEY HEALTHCARE OF MARION COUNTY, LLC

each as a Pledgor

		
	By:	 	 /s/ Tony Strange

		 	Name:	 	Tony Strange
		 	Title:	 	Chief Executive Officer and President



  
 S-3 








 
					
	ODYSSEY HEALTHCARE OF SAVANNAH, LLC
	ODYSSEY HEALTHCARE OF ST. LOUIS, LLC
	OHS SERVICE CORP.
	PHHC ACQUISITION CORP.
	QC-MEDI NEW YORK, INC.
	QUALITY CARE-USA, INC.
	TAR HEEL HEALTH CARE SERVICES, LLC
	TOTAL CARE HOME HEALTH OF LOUISBURG, LLC
	TOTAL CARE HOME HEALTH OF NORTH CAROLINA, LLC
	TOTAL CARE HOME HEALTH OF SOUTH CAROLINA, LLC
	VAN WINKLE HOME HEALTH CARE, INC.
	VISTACARE, LLC
	VISTACARE OF BOSTON, LLC
	VISTACARE USA, LLC
	VISTA HOSPICE CARE, LLC
	WIREGRASS HOSPICE CARE, LLC
	WIREGRASS HOSPICE LLC
	WIREGRASS HOSPICE OF SOUTH CAROLINA, LLC
	ABC HOSPICE, LLC
	ALPINE HOME HEALTH CARE, LLC
	ALPINE HOME HEALTH II, INC.
	ALPINE HOME HEALTH, INC.
	ALPINE RESOURCE GROUP, INC.
	AMERICAN HOMECARE MANAGEMENT CORP.
	AMERICAN HOSPICE, INC.
	ASIAN AMERICAN HOME CARE, INC.
	BETHANY HOSPICE, LLC
	CALIFORNIA HOSPICE, LLC
	CHAPARRAL HOSPICE, INC.
	 COLORADO HOSPICE, L.L.C.

each as a Pledgor

		
	By:	 	 /s/ Tony Strange

		 	Name:	 	Tony Strange
		 	Title:	 	Chief Executive Officer and President



  
 S-4 








 
					
	FAITH HOME HEALTH AND HOSPICE, LLC
	FAITH IN HOME SERVICES, L.L.C.
	FIRST HOME HEALTH, INC.
	GEORGIA HOSPICE, LLC
	GIRLING HEALTH CARE SERVICES OF KNOXVILLE, INC.
	GIRLING HEALTH CARE, INC.
	HARDEN CLINICAL SERVICES, LLC
	HARDEN HC TEXAS HOLDCO, LLC
	HARDEN HEALTHCARE HOLDINGS, INC.
	HARDEN HEALTHCARE SERVICES, LLC
	HARDEN HEALTHCARE, LLC
	HARDEN HOME HEALTH, LLC
	HARDEN HOME OPTION, LLC
	HARDEN HOSPICE, LLC
	HAWKEYE HEALTH SERVICES, INC.
	HOMECARE PLUS, INC.
	HORIZON HEALTH CARE SERVICES, INC.
	HOSPICE CARE OF KANSAS AND MISSOURI, L.L.C.
	HOSPICE CARE OF KANSAS, L.L.C.
	HOSPICE CARE OF THE MIDWEST, L.L.C.
	IOWA HOSPICE, L.L.C.
	ISIDORA’S HEALTH CARE, INC.
	LAKES HOSPICE, L.L.C.
	LIGHTHOUSE HOSPICE — COASTAL BEND, LLC
	LIGHTHOUSE HOSPICE — METROPLEX, LLC
	LIGHTHOUSE HOSPICE — SAN ANTONIO, LLC
	LIGHTHOUSE HOSPICE MANAGEMENT, LLC
	LIGHTHOUSE HOSPICE PARTNERS, LLC
	MISSOURI HOME CARE OF ROLLA, INC.
	 NURSING CARE - HOME HEALTH AGENCY, INC.

each as a Pledgor

		
	By:	 	 /s/ Tony Strange

		 	Name:	 	Tony Strange
		 	Title:	 	Chief Executive Officer and President



  
 S-5 








 
					
	OMEGA HOSPICE, LLC
	SATURDAY PARTNERS, LLC
	THE AMERICAN HEARTLAND HOSPICE CORP.
	THE HOME OPTION, LLC
	THE HOME TEAM OF KANSAS, LLC
	VOYAGER HOME HEALTH, INC.
	VOYAGER HOSPICECARE, INC.
	 WE CARE HOME HEALTH SERVICES, INC.

each as a Pledgor

		
	By:	 	 /s/ Tony Strange

		 	Name:	 	Tony Strange
		 	Title:	 	Chief Executive Officer and President
	
	FAMILY HOSPICE, LTD.
	 FHI MANAGEMENT, LTD.
 each as
a Pledgor

		
	By:	 	FHI GP, Inc., its general partner
		
	By:	 	 /s/ Tony Strange

		 	Name:	 	Tony Strange
		 	Title:	 	Chief Executive Officer and President
	
	ODYSSEY HEALTHCARE OPERATING A, LP
	ODYSSEY HEALTHCARE MANAGEMENT, LP
	 ODYSSEY HEALTHCARE OPERATING B, LP

each as a Pledgor

		
	By:	 	Odyssey Healthcare GP, LLC, its general partner
		
	By:	 	 /s/ Tony Strange

		 	Name:	 	Tony Strange
		 	Title:	 	Chief Executive Officer and President



  
 S-6 








 
					
	VOYAGER ACQUISITION, L.P.
	as a Pledgor
		
	By:	 	American Hospice, Inc., its general partner
		
	By:	 	 /s/ TonyStrange

		 	Name:	 	Tony Strange
		 	Title:	 	Chief Executive Officer and President



  
 S-7 








 
					
	BARCLAYS BANK PLC,
	as Administrative Agent
		
	By:	 	 /s/ Diane Rolfe

		 	Name:	 	Diane Rolfe
		 	Title:	 	Director



  
 S-8 








 EXHIBIT 1 

[Form of] 
 ISSUER’S
ACKNOWLEDGMENT 
 The undersigned hereby (i) acknowledges receipt of the Security Agreement (as amended, amended and restated,
supplemented or otherwise modified from time to time, the “Security Agreement;” capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement), dated as of
[            ], 2013, made by GENTIVA HEALTH SERVICES, INC., a Delaware corporation (the “Borrower”), the Guarantors party thereto and BARCLAYS BANK PLC, as administrative
agent (in such capacity and together with any successors in such capacity, the “Administrative Agent”), (ii) agrees promptly to note on its books the security interests granted to the Administrative Agent and confirmed under
the Security Agreement, (iii) agrees that, upon the occurrence and during the continuation of an Event of Default, it will comply with instructions of the Administrative Agent with respect to the applicable Securities Collateral (including all
Equity Interests of the undersigned) without further consent by the applicable Pledgor and (iv) agrees to notify the Administrative Agent upon obtaining knowledge of any interest in favor of any person in the applicable Securities Collateral
that is adverse to the interest of the Administrative Agent therein. 
  

			
	[                                    
    ]
		
	By:	 	  

		 	Name:
		 	Title:









 EXHIBIT 2 

[Form of] 
 SECURITIES PLEDGE
AMENDMENT 
 This Securities Pledge Amendment, dated as of
[                    ], is delivered pursuant to Section 5.1 of the Security Agreement (as amended, amended and restated, supplemented or
otherwise modified from time to time, the “Security Agreement;” capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement), dated as of
[            ], 2013, made by GENTIVA HEALTH SERVICES, INC., a Delaware corporation (the “Borrower”), the Guarantors party thereto and BARCLAYS BANK PLC, as administrative
agent (in such capacity and together with any successors in such capacity, the “Administrative Agent”). The undersigned hereby agrees that this Securities Pledge Amendment may be attached to the Security Agreement and that the
Pledged Securities and/or Intercompany Notes listed on this Securities Pledge Amendment shall be deemed to be and shall become part of the Pledged Collateral and shall secure all Obligations. 

PLEDGED SECURITIES 
  

											
	ISSUER	 	CLASS
OF STOCK
OR
INTERESTS	 	PAR
VALUE	 	CERTIFICATE
NO(S).	 	NUMBER OF
SHARES
OR
INTERESTS	 	PERCENTAGE OF
ALL ISSUED CAPITAL
OR OTHER EQUITY
INTERESTS OF ISSUER
		 		 		 		 		 	
		 		 		 		 		 	
		 		 		 		 		 	
		 		 		 		 		 	
		 		 		 		 		 	








 INTERCOMPANY NOTES 
  

									
	ISSUER	 	PRINCIPAL
AMOUNT	 	DATE OF
ISSUANCE	 	INTEREST
RATE	 	MATURITY
DATE
		 		 		 		 	
		 		 		 		 	
		 		 		 		 	
		 		 		 		 	
		 		 		 		 	

  

			
	[                                    
    ],
	as Pledgor
		
	By:	 	  

		 	Name:
		 	Title:


  

			
	AGREED TO AND ACCEPTED:
	
	BARCLAYS BANK PLC,
	as Administrative Agent
		
	By:	 	  

		 	Name:
		 	Title:


  
 -2- 








 EXHIBIT 3 

[Form of] 
 COPYRIGHT SECURITY
AGREEMENT 
 Copyright Security Agreement, dated as of
[                    ], by [                    ]
and [                    ] (individually, a “Pledgor”, and, collectively, the “Pledgors”), in favor of BARCLAYS
BANK PLC, in its capacity as administrative agent pursuant to the Credit Agreement (in such capacity, the “Administrative Agent”). 

W I T N
E S S E T H: 

WHEREAS, the Pledgors are party to a Security Agreement of even date herewith (as amended, amended and restated, supplemented
or otherwise modified from time to time, the “Security Agreement”) in favor of the Administrative Agent pursuant to which the Pledgors are required to execute and deliver this Copyright Security Agreement; 

NOW, THEREFORE, in consideration of the premises and to induce the Administrative Agent, for the benefit of the
Secured Parties, to enter into the Credit Agreement, the Pledgors hereby agree with the Administrative Agent as follows: 
 SECTION 1.
Defined Terms. Unless otherwise defined herein, terms defined in the Security Agreement and used herein have the meaning given to them in the Security Agreement. 

SECTION 2. Grant of Security Interest in Copyright Collateral. Each Pledgor hereby pledges and grants to the Administrative Agent for
the benefit of the Secured Parties a lien on and security interest in and to all of its right, title and interest in, to and under all the following Pledged Collateral of such Pledgor: 

(a) Copyrights of such Pledgor listed on Schedule I1 attached hereto; and

 (b) all Proceeds of any and all of the foregoing (other than Excluded Property). 

 

	1 	Should include same Copyrights listed on Schedule 11(b) of the Perfection Certificate. 








 SECTION 3. Security Agreement. The security interest granted pursuant to this Copyright
Security Agreement is granted in conjunction with the security interest granted to the Administrative Agent pursuant to the Security Agreement and Pledgors hereby acknowledge and affirm that the rights and remedies of the Administrative Agent with
respect to the security interest in the Copyrights made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any
provision of this Copyright Security Agreement is deemed to conflict with the Security Agreement, the provisions of the Security Agreement shall control unless the Administrative Agent shall otherwise determine. 

SECTION 4. Termination. Upon the payment in full of the Obligations and termination of the Security Agreement, the Administrative Agent
shall promptly execute, acknowledge, and deliver to the Pledgors an instrument in writing in recordable form releasing the collateral pledge, grant, assignment, lien and security interest in the Copyrights under this Copyright Security Agreement.

 SECTION 5. Counterparts. This Copyright Security Agreement may be executed in any number of counterparts, all of which shall
constitute one and the same instrument, and any party hereto may execute this Copyright Security Agreement by signing and delivering one or more counterparts. 

SECTION 6. Governing Law. This Copyright Security Agreement and the transactions contemplated hereby, and all disputes between the
parties under or relating to this Copyright Security Agreement or the facts or circumstances leading to its execution, whether in contract, tort or otherwise, shall be construed in accordance with and governed by the laws (including statutes of
limitation) of the State of New York, without regard to conflicts of law principles that would require the application of the laws of another jurisdiction. 

[signature page follows] 

  
 -2- 








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

			
	Very truly yours,
	
	[PLEDGORS]
		
	By:	 	  

		 	Name:
		 	Title:


  

			
	Accepted and Agreed:
	
	 BARCLAYS BANK PLC,
 as
Administrative Agent

		
	By:	 	  

		 	Name:
		 	Title:


  
 -3- 








 SCHEDULE I 

to 
 COPYRIGHT SECURITY
AGREEMENT 
 COPYRIGHT REGISTRATIONS AND COPYRIGHT APPLICATIONS 

Copyright Registrations: 
  

					
	 OWNER
	  	 REGISTRATION

NUMBER
	  	 TITLE

		  		  	

 Copyright Applications: 
  

			
	 OWNER
	  	 TITLE

		  	


  
 -4- 








 EXHIBIT 4 

[Form of] 
 PATENT SECURITY
AGREEMENT 
 Patent Security Agreement, dated as of
[                    ], by [                    ]
and [                    ] (individually, a “Pledgor”, and, collectively, the “Pledgors”), in favor of BARCLAYS
BANK PLC, in its capacity as administrative agent pursuant to the Credit Agreement (in such capacity, the “Administrative Agent”). 

W I T N
E S S E T H: 

WHEREAS, the Pledgors are party to a Security Agreement of even date herewith (as amended, amended and restated, supplemented
or otherwise modified from time to time, the “Security Agreement”) in favor of the Administrative Agent pursuant to which the Pledgors are required to execute and deliver this Patent Security Agreement; 

NOW, THEREFORE, in consideration of the premises and to induce the Administrative Agent, for the benefit of the
Secured Parties, to enter into the Credit Agreement, the Pledgors hereby agree with the Administrative Agent as follows: 
 SECTION 1.
Defined Terms. Unless otherwise defined herein, terms defined in the Security Agreement and used herein have the meaning given to them in the Security Agreement. 

SECTION 2. Grant of Security Interest in Patent Collateral. Each Pledgor hereby pledges and grants to the Administrative Agent for the
benefit of the Secured Parties a lien on and security interest in and to all of its right, title and interest in, to and under all the following Pledged Collateral of such Pledgor: 

(a) Patents of such Pledgor listed on Schedule I2 attached hereto; and

 (b) all Proceeds of any and all of the foregoing (other than Excluded Property). 

 

	2 	Should include same Patents listed on Schedule 11(a) of the Perfection Certificate. 








 SECTION 3. Security Agreement. The security interest granted pursuant to this Patent
Security Agreement is granted in conjunction with the security interest granted to the Administrative Agent pursuant to the Security Agreement and Pledgors hereby acknowledge and affirm that the rights and remedies of the Administrative Agent with
respect to the security interest in the Patents made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any
provision of this Patent Security Agreement is deemed to conflict with the Security Agreement, the provisions of the Security Agreement shall control unless the Administrative Agent shall otherwise determine. 

SECTION 4. Termination. Upon the payment in full of the Obligations and termination of the Security Agreement, the Administrative Agent
shall promptly execute, acknowledge, and deliver to the Pledgors an instrument in writing in recordable form releasing the collateral pledge, grant, assignment, lien and security interest in the Patents under this Patent Security Agreement. 

SECTION 5. Counterparts. This Patent Security Agreement may be executed in any number of counterparts, all of which shall constitute
one and the same instrument, and any party hereto may execute this Patent Security Agreement by signing and delivering one or more counterparts. 

SECTION 6. Governing Law. This Patent Security Agreement and the transactions contemplated hereby, and all disputes between the parties
under or relating to this Patent Security Agreement or the facts or circumstances leading to its execution, whether in contract, tort or otherwise, shall be construed in accordance with and governed by the laws (including statutes of limitation) of
the State of New York, without regard to conflicts of law principles that would require the application of the laws of another jurisdiction. 

[signature page follows] 

  
 -2- 








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

			
	Very truly yours,
	
	[PLEDGORS]
		
	By:	 	  

		 	Name:
		 	Title:


  

			
	Accepted and Agreed:
	
	 BARCLAYS BANK PLC,
 as
Administrative Agent

		
	By:	 	  

		 	Name:
		 	Title:


  
 -3- 








 SCHEDULE I 

to 
 PATENT SECURITY
AGREEMENT 
 PATENT REGISTRATIONS AND PATENT APPLICATIONS 

Patent Registrations: 
  

					
	 OWNER
	  	 REGISTRATION

NUMBER
	  	 NAME

		  		  	

 Patent Applications: 
  

					
	 OWNER
	  	 APPLICATION

NUMBER
	  	 NAME

		  		  	


  
 -4- 








 EXHIBIT 5 

[Form of] 
 TRADEMARK SECURITY
AGREEMENT 
 Trademark Security Agreement, dated as of
[                    ], by [                    ]
and [                    ] (individually, a “Pledgor”, and, collectively, the “Pledgors”), in favor of BARCLAYS
BANK PLC, in its capacity as administrative agent pursuant to the Credit Agreement (in such capacity, the “Administrative Agent”). 

W I T N
E S S E T H: 

WHEREAS, the Pledgors are party to a Security Agreement of even date herewith (as amended, amended and restated, supplemented
or otherwise modified from time to time, the “Security Agreement”) in favor of the Administrative Agent pursuant to which the Pledgors are required to execute and deliver this Trademark Security Agreement; 

NOW, THEREFORE, in consideration of the premises and to induce the Administrative Agent, for the benefit of the
Secured Parties, to enter into the Credit Agreement, the Pledgors hereby agree with the Administrative Agent as follows: 
 SECTION 1.
Defined Terms. Unless otherwise defined herein, terms defined in the Security Agreement and used herein have the meaning given to them in the Security Agreement. 

SECTION 2. Grant of Security Interest in Trademark Collateral. Each Pledgor hereby pledges and grants to the Administrative Agent for
the benefit of the Secured Parties a lien on and security interest in and to all of its right, title and interest in, to and under all the following Pledged Collateral of such Pledgor: 

(a) Trademarks of such Pledgor listed on Schedule I3 attached hereto; 

(b) all Goodwill associated with such Trademarks; and 

(c) all Proceeds of any and all of the foregoing (other than Excluded Property). 

 

	3 	Should include same Trademarks listed on Schedule 11(a) of the Perfection Certificate. 








 SECTION 3. Security Agreement. The security interest granted pursuant to this Trademark
Security Agreement is granted in conjunction with the security interest granted to the Administrative Agent pursuant to the Security Agreement and Pledgors hereby acknowledge and affirm that the rights and remedies of the Administrative Agent with
respect to the security interest in the Trademarks made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any
provision of this Trademark Security Agreement is deemed to conflict with the Security Agreement, the provisions of the Security Agreement shall control unless the Administrative Agent shall otherwise determine. 

SECTION 4. Termination. Upon the payment in full of the Obligations and termination of the Security Agreement, the Administrative Agent
shall promptly execute, acknowledge, and deliver to the Pledgors an instrument in writing in recordable form releasing the collateral pledge, grant, assignment, lien and security interest in the Trademarks under this Trademark Security Agreement.

 SECTION 5. Counterparts. This Trademark Security Agreement may be executed in any number of counterparts, all of which shall
constitute one and the same instrument, and any party hereto may execute this Trademark Security Agreement by signing and delivering one or more counterparts. 

SECTION 6. Governing Law. This Trademark Security Agreement and the transactions contemplated hereby, and all disputes between the
parties under or relating to this Trademark Security Agreement or the facts or circumstances leading to its execution, whether in contract, tort or otherwise, shall be construed in accordance with and governed by the laws (including statutes of
limitation) of the State of New York, without regard to conflicts of law principles that would require the application of the laws of another jurisdiction. 

[signature page follows] 

  
 -2- 








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

			
	Very truly yours,
	
	[PLEDGORS]
		
	By:	 	  

		 	Name:
		 	Title:


  

			
	Accepted and Agreed:
	
	 BARCLAYS BANK PLC,
 as
Administrative Agent

		
	By:	 	  

		 	Name:
		 	Title:


  
 -3- 








 SCHEDULE I 

to 
 TRADEMARK SECURITY
AGREEMENT 
 TRADEMARK REGISTRATIONS AND TRADEMARK APPLICATIONS 

Trademark Registrations: 
  

					
	 OWNER
	  	 REGISTRATION

NUMBER
	  	 TRADEMARK

		  		  	

 Trademark Applications: 
  

					
	 OWNER
	  	 APPLICATION

NUMBER
	  	 TRADEMARK

		  		  	


  
 -4-