EX-10.2



 Exhibit 10.2 

EXECUTION VERSION 
  

 
  

PLEDGE AND SECURITY AGREEMENT 

dated as of 
 March 17, 2015, 

among 
 SURGICAL CARE AFFILIATES,
INC. 
 as the Borrower 
 CERTAIN
SUBSIDIARIES OF 
 SURGICAL CARE AFFILIATES, INC. 

IDENTIFIED HEREIN 
 and 

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

 







 TABLE OF CONTENTS 

 

			
	 	  	Page

 ARTICLE I 

Definitions 
  

			
	SECTION 1.01. Credit Agreement	  	  1
	SECTION 1.02. Other Defined Terms	  	  1

 ARTICLE II 

Pledge of Securities 
  

			
	SECTION 2.01. Pledge	  	  7
	SECTION 2.02. Delivery of the Pledged Collateral	  	  8
	SECTION 2.03. Representations, Warranties and Covenants	  	  8
	SECTION 2.04. Certification of Limited Liability Company and Limited Partnership Interests	  	10
	SECTION 2.05. Registration in Nominee Name; Denominations	  	10
	SECTION 2.06. Voting Rights; Dividends and Interest	  	10

 ARTICLE III 

Security Interests in Personal Property 
  

			
	SECTION 3.01. Security Interest	  	12
	SECTION 3.02. Representations and Warranties	  	14
	SECTION 3.03. Covenants	  	16
	SECTION 3.04. Other Actions	  	19

 ARTICLE IV 

Remedies 
  

			
	SECTION 4.01. Remedies upon Default	  	20
	SECTION 4.02. Application of Proceeds	  	22
	SECTION 4.03. Grant of License to Use Intellectual Property; Power of Attorney	  	22

 ARTICLE V 

Indemnity, Subrogation and Subordination 
  

			
	SECTION 5.01. Indemnity	  	23
	SECTION 5.02. Contribution and Subrogation	  	23
	SECTION 5.03. Subordination	  	24


  
 i 








 TABLE OF CONTENTS 

 

			
	 	  	Page

 ARTICLE VI

 Miscellaneous 
  

			
	SECTION 6.01. Notices	  	24
	SECTION 6.02. Waivers; Amendment	  	24
	SECTION 6.03. Administrative Agent’s Fees and Expenses	  	25
	SECTION 6.04. Successors and Assigns	  	26
	SECTION 6.05. Counterparts; Several Agreement	  	26
	SECTION 6.06. Severability	  	26
	SECTION 6.07. Right of Set-Off	  	26
	SECTION 6.08. Governing Law; Jurisdiction; Venue; Waiver Of Jury Trial; Consent To Service Of Process	  	27
	SECTION 6.09. Headings	  	27
	SECTION 6.10. Security Interest Absolute	  	27
	SECTION 6.11. Termination or Release	  	28
	SECTION 6.12. Additional Grantors	  	29
	SECTION 6.13. ROFR Rights	  	29
	SECTION 6.14. Administrative Agent Appointed Attorney-in-Fact	  	29
	SECTION 6.15. General Authority of the Administrative Agent	  	30
	SECTION 6.16. Survival of Representations and Warranties	  	30

 Schedules 

 

			
	SCHEDULE I	  	Pledged Equity; Pledged Debt
	SCHEDULE II	  	Commercial Tort Claims
	SCHEDULE III	  	Intellectual Property

 Exhibits 

 

			
	EXHIBIT I	  	Form of Security Agreement Supplement
	EXHIBIT II	  	Form of Patent Security Agreement
	EXHIBIT III	  	Form of Trademark Security Agreement
	EXHIBIT IV	  	Form of Copyright Security Agreement


  
 ii 








 PLEDGE AND SECURITY AGREEMENT dated as of March 17, 2015, among Surgical Care Affiliates,
Inc., a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower from time to time party hereto (collectively, “Subsidiary Loan Parties” and, individually, “Subsidiary Loan
Party”) and JPMORGAN CHASE BANK, N.A., as Administrative Agent. 
 Reference is made to the Credit Agreement dated as of
March 17, 2015 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower JPMorgan Chase Bank, N.A., as Administrative Agent, each Lender and L/C Issuer from time to time party
thereto and other financial institutions party thereto. The Lenders and L/C Issuers have agreed to extend credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders and L/C Issuers to
extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. The Subsidiary Loan Parties party hereto are affiliates of the Borrower and will derive substantial benefits from the extension of credit to
the Borrower pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in order to induce (A) the Lenders and L/C Issuers to extend such credit, (B) the Hedge Banks to enter into and/or maintain Secured Hedge
Agreements and (C) the Cash Management Banks to provide Cash Management Services. Accordingly, the parties hereto agree as follows: 

ARTICLE I 
 Definitions

 SECTION 1.01. Credit Agreement. (a) Capitalized terms used in this Agreement (including in the preliminary statement hereof)
and not otherwise defined herein have the meanings specified in the Credit Agreement. All terms defined in the New York UCC (as defined herein) and not defined in this Agreement have the meanings specified therein. The term “Instrument”
shall have the meaning defined in Article 9 of the New York UCC. 
 (b) The rules of construction specified in Article I of the Credit
Agreement also apply to this Agreement, mutatis mutandis. 
 SECTION 1.02. Other Defined Terms. As used in this Agreement, the
following terms have the meanings specified below: 
 “Account Debtor” means any Person who is or who may become obligated
to any Grantor under, with respect to or on account of an Account or any Instrument. 
 “Accounts” means, collectively, any
“account” (as defined in the New York UCC), any accounts receivable, any “health-care-insurance receivable” (as defined in the New York UCC), any “payment intangible” (as defined in the New York UCC) and all other
rights to payment and/or reimbursement of every kind and description, including under governmental entitlement programs. 

“Administrative Agent” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent and collateral agent under
the Loan Documents, or any successor administrative agent and collateral agent. 

  
 1 








 “Agreement” means this Pledge and Security Agreement. 

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

“Borrower” has the meaning assigned to such term in the preliminary statement of this Agreement. 

“Claiming Party” has the meaning assigned to such term in Section 5.02. 

“Collateral” means the Article 9 Collateral and the Pledged Collateral. 

“Contributing Party” has the meaning assigned to such term in Section 5.02. 

“Copyright License” means any written agreement, now or hereafter in effect, granting any right to any third party under any
Copyright now or hereafter owned by any Grantor or that such Grantor otherwise has the right to license, or granting any right to any Grantor under any Copyright now or hereafter owned by any third party or that such third party otherwise has the
right to license, and all rights of such Grantor under any such agreement. 
 “Copyrights” means, with respect to any
Person, all of the following now owned or hereafter acquired by such Person: (a) all copyright rights in any work subject to the copyright laws of the United States or any other country, whether as author, assignee, transferee or otherwise, and
(b) all registrations and applications for registration of any such copyright in the United States or any other country or any political subdivision thereof, including registrations, recordings, supplemental registrations and pending
applications for registration in the USCO or any similar office in any other country or any political subdivision thereof, including, in the case of any Grantor, any of the foregoing set forth under its name on Schedule III and (c) any other
adjacent or other rights related or appurtenant to the foregoing, including moral rights. 
 “Credit Agreement” has the
meaning assigned to such term in the preliminary statement of this Agreement. 
 “Excluded Assets” means: 

(a) any letter-of-credit rights, except to the extent constituting Supporting Obligations for any of the Collateral; 

(b) any Securitization Assets; 

(c) any motor vehicles and other assets subject to certificates of title; 

(d) any real property that is not Material Real Property; 

(e) any leasehold interests in real property; 

(f) any Commercial Tort Claims for which no complaint has been filed in a court of competent jurisdiction or which has a
claimed value of $5,000,000 or less; 

  
 2 








 (g) any Intellectual Property whose pledge would result in the forfeiture of the
Grantors’ rights in such property, including any Trademark applications filed in the USPTO on the basis of such Grantor’s “intent-to-use” such Trademark, unless and until acceptable evidence of use of such Trademark has been
filed with the USPTO pursuant to Section 1(c) or Section 1(d) of the Lanham Act (15 U.S.C. 1051, et seq.), to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or
validity of such Trademark application, provided, however, that the limitation set forth in this clause (g) shall not affect, limit, restrict or impair the grant by a Grantor of a security interest pursuant to this Agreement in
any such Collateral to the extent that an otherwise applicable prohibition or restriction on such grant is rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any
other applicable law or principles of equity and provided, further, that, at such time as the condition causing the forfeiture described in this clause (g) shall be remedied, whether by contract, change of law or otherwise, the
Intellectual Property shall immediately cease to be an Excluded Asset, and any security interest that would otherwise be granted herein shall attach immediately to such Intellectual Property, or to the extent severable, to any portion thereof that
does not result in the forfeiture described above; 
 (h) any General Intangible, Investment Property or other rights of a
Grantor arising under any contract, lease, instrument, license or other document or any assets subject thereto if, but only to the extent that and so long as, the grant of a security interest therein would (x) constitute a violation or
abandonment of, or render unenforceable a valid and enforceable restriction in respect of, such General Intangible, Investment Property or other such rights in favor of a third party or under any law, regulation, permit, order or decree of any
Governmental Authority (for the avoidance of doubt, the restrictions described herein shall not include (i) negative pledges or similar undertakings in favor of a lender or other financial counterparty or (ii) restrictions created in
contemplation of or in connection with the transactions contemplated hereby or by any other Loan Document), or (y) expressly give any other party in respect of any such contract, lease, instrument, license or other document, the right to
terminate its obligations thereunder, provided, however, that (i) such right was not created in contemplation of or in connection with the transactions contemplated hereby or by any other Loan Document and (ii) the limitation
set forth in this clause (h) shall not affect, limit, restrict or impair the grant by a Grantor of a security interest pursuant to this Agreement in any such Collateral to the extent that an otherwise applicable prohibition or restriction on
such grant is rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity and provided, further, that, at
such time as the condition causing the conditions in subclauses (x) and (y) of this clause (h) shall be remedied, whether by contract, change of law or otherwise, the contract, lease, instrument, license or other documents shall
immediately cease to be an Excluded Asset, and any security interest that would otherwise be granted herein shall attach immediately to such contract, lease, instrument, license or other document, or to the extent severable, to any portion thereof
that does not result in any of the conditions in (x) or (y) above; 

  
 3 








 (i) any assets to the extent that the pledge thereof is prohibited by law or by
Contractual Obligations that are not rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity; provided that
such prohibition is permitted by Section 7.09 of the Credit Agreement, is not created in contemplation of or in connection with the transactions contemplated hereby or by any other Loan Document and, at such time as the condition causing such
prohibition shall be remedied, whether by contract, change of law or otherwise, the assets shall immediately cease to be Excluded Assets, and any security interest that would otherwise be granted herein shall attach immediately to such assets, or to
the extent severable, to any portion of such assets to which such prohibition does not apply; and provided further that this Agreement does constitute a pledge of and security interest in, to the maximum extent permitted by such law and such
Contractual Obligations, all economic rights incident or appurtenant to any such assets and in the rights to receive all distributions or other payments made or to be made to any Grantor with respect to, and proceeds, money or other consideration
derived or derivable by any Grantor from or in connection with the sale, assignment or transfer of, any such assets; and 

(j) any asset with respect to which the Administrative Agent and the Borrower have reasonably determined in writing that the
costs of providing a security interest in such asset or perfection thereof is excessive in view of the benefits to be obtained by the Lenders; 

provided, however, that Excluded Assets shall not include any Proceeds, substitutions or replacements of any property sold in violation
of the Loan Documents. 
 “Excluded Security” means 

(a) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; 

(b) any Equity Interests of any Subsidiary that are not directly held by a Loan Party; 

(c) any Equity Interests of any Restricted Subsidiary pledged to secure Indebtedness permitted under Section 7.03(g) of
the Credit Agreement; 
 (d) Excluded Equity Interests; and provided further that this Agreement does constitute a
pledge of and security interest in, to the maximum extent permitted by such law and such Contractual Obligations, all economic rights incident or appurtenant to any such shares of stock or debt and in the rights to receive all distributions or other
payments made or to be made to any Grantor with respect to, and proceeds, money or other consideration derived or derivable by any Grantor from or in connection with the sale, assignment or transfer of, any such shares of stock or debt; and 

(e) any Equity Interests of any Subsidiary with respect to which the Administrative Agent and the Borrower have reasonably
determined in writing that the costs of providing a pledge of such Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the Lenders; 

  
 4 








 provided, however, that Excluded Securities shall not include any Proceeds, substitutions or
replacements of any property sold in violation of the Loan Documents. 
 “General Intangibles” has the meaning specified in
Article 9 of the New York UCC and includes for the avoidance of doubt corporate or other business records, indemnification claims, contract rights (including rights under leases, whether entered into as lessor or lessee, Swap Contracts and other
agreements), Intellectual Property, goodwill, registrations, franchises, tax refund claims and any letter of credit, guarantee, claim, security interest or other security held by or granted to any Grantor, as the case may be, to secure payment by an
Account Debtor of any of the Accounts or Instruments. 
 “Grantor” means the Borrower and each Subsidiary Loan Party. 

“Intellectual Property” means, with respect to any Person, all intellectual and similar property of every kind and nature now
owned or hereafter acquired by such Person, including inventions, designs, utility models, Patents, Copyrights, Licenses, Trademarks, trade secrets, domain names, confidential or proprietary technical and business information, know-how, show-how or
other data or information, software and databases and all embodiment or fixations thereof and applications therefor, and related documentation, registrations and franchises, and all additions, improvements and accessions to, and books and records
describing or used in connection with, any of the foregoing. 
 “Intellectual Property Security Agreements” means the
short-form Patent Security Agreement, short-form Trademark Security Agreement, and short-form Copyright Security Agreement, each substantially in the form attached hereto as Exhibits II, III and IV, respectively. 

“License” means any Patent License, Trademark License, Copyright License or other Intellectual Property license or sublicense
agreement to which any Grantor is a party, including, in the case of any Grantor, any of the foregoing set forth under its name on Schedule III, together with any and all (i) renewals, extensions, supplements and continuations 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, and
(iii) rights to sue for past, present and future violations thereof. 
 “New York UCC” means the Uniform Commercial
Code as from time to time in effect in the State of New York. 
 “Patent License” means any written agreement, now or
hereafter in effect, granting to any third party any right to make, use or sell any invention on which a Patent, now or hereafter owned by any Grantor or that any Grantor otherwise has the right to license, is in existence, or granting to any
Grantor any right to make, use or sell any invention on which a Patent, now or hereafter owned by any third party or that such third party otherwise has the right to license, is in existence, and all rights of any Grantor under any such agreement.


  
 5 








 “Patents” means, with respect to any Person, all of the following now owned or
hereafter acquired by such Person: (a) all letters patent of the United States or the equivalent thereof in any other country in or to which such Person now or hereafter has any right, title or interest therein, all registrations and recordings
thereof, and all applications for letters patent of the United States or the equivalent thereof in any other country or any political subdivision thereof, including registrations, recordings and pending applications in the USPTO or any similar
offices in any other country or any political subdivision thereof including, in the case of any Grantor, any of the foregoing set forth under its name on Schedule III, and (b) all reissues, continuations, divisionals, continuations-in-part,
reexaminations, supplemental examinations, inter partes reviews, renewals, adjustments or extensions thereof, and the inventions disclosed or claimed therein, including the right to make, have made, use, sell, offer to sell, import or export the
inventions disclosed or claimed therein. 
 “Pledged Collateral” has the meaning assigned to such term in
Section 2.01. 
 “Pledged Debt” has the meaning assigned to such term in Section 2.01. 

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

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

“ROFR Right” means, with respect to any Equity Interest, a right of first refusal or other right to acquire such Equity
Interest or other right with respect to such Equity Interest (not created in contemplation of or in connection with the transactions contemplated hereby or by any other Loan Document) resulting from (a) the pledge, sale or offer to sell such
Equity Interest or (b) a change of control of the entity which has issued such Equity Interest or any entity holding, directly or indirectly, such Equity Interest. 

“Security Agreement Supplement” means an instrument in the form of Exhibit I hereto. 

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

“Subsidiary Loan Party” has the meaning assigned to such term in the preliminary statement of this Agreement. 

“Trademark License” means any written agreement, now or hereafter in effect, granting to any third party any right to use any
Trademark now or hereafter owned by any Grantor or that any Grantor otherwise has the right to license, or granting to any Grantor any right to use any Trademark owned by any third party or that such third party otherwise has the right to license,
and all rights of any Grantor under any such agreement. 
 “Trademarks” means, with respect to any Person, all of the
following now owned or hereafter acquired by such Person: (a) all trademarks, service marks, trade names, corporate names, trade dress, logos, designs, company names, business names, fictitious business names trade styles, domain names, global
top level domain names, other source or business identifiers and general intangibles of like nature, now existing or hereafter adopted or acquired, 

  
 6 








 
all registrations and recordings thereof, and all registration and recording applications filed in connection therewith, including registrations and registration applications in the USPTO or any
similar offices in any State of the United States or any other country or any political subdivision thereof, and all extensions or renewals thereof, and all common law rights related thereto, including, in the case of any Grantor, any of the
foregoing set forth under its name on Schedule III, (b) all goodwill connected therewith or symbolized thereby and (c) all other assets, rights and interests that uniquely reflect or embody such goodwill. 

“Uniform Commercial Code” shall mean the New York UCC; provided that if by reason of mandatory provisions of law, the
perfection, the effect of perfection or non-perfection or priority of a security interest is governed by the personal property security laws of any jurisdiction other than New York, “Uniform Commercial Code” shall mean those personal
property security laws as in effect in such other jurisdiction for the purposes of the provisions hereof relating to such perfection or priority and for the definitions related to such provisions. 

“USCO” means the United States Copyright Office. 

“USPTO” means the United States Patent and Trademark Office. 

ARTICLE II 
 Pledge of
Securities 
 SECTION 2.01. Pledge. As security for the payment in full of the Obligations, including the Guaranty, each Grantor
hereby pledges to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in
all of such Grantor’s right, title and interest in, to and under (a) all Equity Interests directly held by it and listed on Schedule I, and any other Equity Interests of each Subsidiary and Strategic Joint Venture (as defined in the Credit
Agreement but, for purposes of this Section 2.01, without giving effect to clause (ii) of the definition thereof) directly held by it or obtained in the future by such Grantor and, to the extent certificated, the certificates representing
all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Security (to the extent defined therein); (b) the debt securities owned by it, including those listed
opposite the name of such Grantor on Schedule I, and any debt securities obtained in the future by such Grantor and the promissory notes and any other instruments evidencing any debt (the “Pledged Debt”); provided that the
Pledged Debt shall not include any Excluded Security; (c) subject to Section 2.06, all payments of principal or interest, dividends or other distributions, whether paid or payable in cash, instruments or other property from time to time
received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt; (d) subject to Section 2.06, all rights and
privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above
being collectively referred to as the “Pledged Collateral”). 

  
 7 








 TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers,
privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

 SECTION 2.02. Delivery of the Pledged Collateral. (a) Each Grantor agrees to deliver or cause to be delivered as promptly as
practicable to the Administrative Agent, for the benefit of the Secured Parties, any and all Pledged Securities to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be
delivered pursuant to paragraph (b) of this Section 2.02. 
 (b) Each Grantor will cause (i) any Indebtedness for borrowed
money owed to such Grantor by any Person (other than intercompany Indebtedness referred to in the following clause (ii)) having an aggregate principal amount in excess of $5,000,000, to be evidenced by a duly executed promissory note and
(ii) any intercompany Indebtedness owed to such Grantor by the Borrower or any Subsidiary, to be evidenced by (x) a duly executed global promissory note to which the Borrower or such Subsidiary, as the case may be, is a signatory, or
(y) at the option of the Grantor, a duly executed promissory note; in the case of each of clauses (i) and (ii) that is delivered to the Administrative Agent, for the benefit of the Secured Parties, pursuant to the terms hereof;
provided, however, that in the case of a global promissory note, the Grantors shall deliver such global note, duly executed, within 60 days of the Closing Date. 

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

(a) Schedule I correctly sets forth the percentage of the issued and outstanding units of each class of the Equity Interests of
the issuer thereof represented by the Pledged Equity and includes all Equity Interests, debt securities and promissory notes required to be pledged hereunder in order to satisfy the Collateral and Guarantee Requirement; 

(b) the Pledged Equity and Pledged Debt (solely with respect to Pledged Debt issued by a Person other than the Borrower or a
Subsidiary of the Borrower, to the best of the Grantors’ knowledge) have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity, are fully paid and nonassessable and (ii) in


  
 8 








 
the case of Pledged Debt (solely with respect to Pledged Debt issued by a Person other than the Borrower or a Subsidiary of the Borrower, to the best of the Grantors’ knowledge), are legal,
valid and binding obligations of the issuers thereof; 
 (c) except for the security interests granted hereunder and except
as a result of ROFR Rights, each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on
Schedule I as owned by such Grantor, (ii) holds the same free and clear of all Liens, other than (A) Liens created by the Collateral Documents and (B) Liens expressly permitted pursuant to Section 7.01(c), (h), (m), (v), (dd),
(ee), ((ff) in respect of liens under (v) and (ee)), (hh), (kk), (ll) or (mm) of the Credit Agreement, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other
Lien on, the Pledged Collateral, other than (A) Liens created by the Collateral Documents and (B) as permitted pursuant to Section 7.01(c), (h), (m), (v), (dd), (ee), ((ff) in respect of liens under (v) and (ee)), (hh), (kk),
(ll) or (mm) in respect of liens under any of the foregoing) of the Credit Agreement, and (iv) will defend its title or interest thereto or therein against any and all Liens (other than the Liens permitted pursuant to this
Section 2.03(c)), however arising, of all Persons whomsoever; 
 (d) except for restrictions and limitations imposed by
(x) the Loan Documents, (y) securities laws generally, or laws, rules and regulations applicable to the disposition of securities, change in control or change of beneficial ownership of a regulated entity, and (z) ROFR Rights, if any,
and except as described in the Perfection Certificate, (i) the Pledged Collateral is and will continue to be freely transferable and assignable, and (ii) none of the Pledged Collateral is or will be subject to any option, right of first
refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner material and adverse to the Secured Parties the pledge of such Pledged
Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunder; 

(e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner
hereby done or contemplated; 
 (f) no consent or approval of any Governmental Authority, any securities exchange or any
other Person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect); 

(g) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the
Administrative Agent in accordance with this Agreement, the Administrative Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Securities as security for the payment and performance of the Obligations, to
the extent such perfection is governed by the Uniform Commercial Code, and such lien is and shall be prior to any other Lien on such Pledged Securities; 

  
 9 








 (h) the pledge effected hereby is effective to vest in the Administrative Agent,
for the benefit of the Secured Parties, the rights of the Administrative Agent in the Pledged Collateral as set forth herein; and 

(i) none of the Grantors will enter into any Contractual Obligation after the Closing Date that limits the ability of any Loan
Party to create, incur, assume or otherwise suffer to exist any Lien on the Equity Interests set forth on Schedule I hereto for the benefit of the Lenders with respect to the Facilities and the Obligations. 

SECTION 2.04. Certification of Limited Liability Company and Limited Partnership Interests. To the extent an interest in any limited
liability company or limited partnership controlled by any Grantor and pledged under Section 2.01 is certificated or becomes certificated, each such certificate shall be delivered to the Administrative Agent, pursuant to Section 2.02(a),
and such Grantor shall fulfill all other requirements under Section 2.02 applicable in respect thereof. 
 SECTION 2.05.
Registration in Nominee Name; Denominations. If an Event of Default shall occur and be continuing, (a) the Administrative Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the
Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Administrative Agent, and each Grantor will promptly give to
the Administrative Agent copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Grantor and (b) the Administrative Agent shall have the right to exchange the certificates
representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement; provided that the Administrative Agent shall give the Borrower prior notice of its intent to exercise such
rights. 
 SECTION 2.06. Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and
be continuing and, other than in the case of an Event of Default under Section 8.01(f) of the Credit Agreement, the Administrative Agent shall have notified the Borrower that the rights of the Grantors under this Section 2.06 are being
suspended: 
 (i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers
inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents; provided that such rights and powers shall not be exercised in any
manner that would reasonably be expected materially and adversely to affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Administrative Agent or the other Secured Parties under this Agreement, the
Credit Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same. 
 (ii) The
Administrative Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies, powers of attorney and other instruments as each Grantor may reasonably request for the purpose of enabling such
Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above. 

  
 10 








 (iii) Each Grantor shall be entitled to receive and retain any and all dividends,
interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or
distributed in accordance with, the terms and conditions of the Credit Agreement, the other Loan Documents and applicable Laws; provided that any non-cash (and non-cash equivalent) dividends, interest, principal or other distributions that
would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any
part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by
any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Administrative Agent and the Secured Parties and shall be
forthwith delivered to the Administrative Agent in the same form as so received (with any necessary endorsement reasonably requested by the Administrative Agent). 

(b) Upon the occurrence and during the continuance of an Event of Default, and, other than in the case of an Event of Default under
Section 8.01(f) the Credit Agreement, after the Administrative Agent shall have notified the Borrower of the suspension of the rights of the Grantors under paragraph (a)(iii) of this Section 2.06, then all rights of any Grantor to
dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Administrative Agent,
which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal and other distributions received by any Grantor contrary to the
provisions of this Section 2.06 shall be held in trust for the benefit of the Administrative Agent and the other Secured Parties, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the
Administrative Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Administrative Agent). Any and all money and other property paid over to or received by the Administrative Agent pursuant to
the provisions of this paragraph (b) shall be retained by the Administrative Agent in an account to be established by the Administrative Agent upon receipt of such money or other property and shall be applied in accordance with the provisions
of Section 4.02. After all Events of Default have been cured or waived, and the Borrower has delivered to the Administrative Agent a certificate to that effect, the Administrative Agent shall promptly repay to each Grantor (without interest)
all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account. 

(c) Upon the occurrence and during the continuance of an Event of Default, and, other than in the case of an Event of Default under
Section 8.01(f) of the Credit Agreement, after the Administrative Agent shall have notified the Borrower of the suspension of the rights of the 

  
 11 








 
Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph
(a)(i) of this Section 2.06, and the obligations of the Administrative Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Administrative Agent, which shall have the
sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by the Required Lenders, the Administrative Agent shall have the right, from time to time following and
during the continuance of an Event of Default, to permit the Grantors to exercise such rights at the discretion of the Administrative Agent. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to
exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06, subject to further exercise by the Administrative Agent of its
rights under the first sentence of this Section 2.06(c) with respect to any subsequent Event of Default. 
 (d) Any notice given by the
Administrative Agent to the Borrower suspending the rights of the Grantors under paragraph (a) of this Section 2.06: (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or
different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Administrative Agent in its sole and
absolute discretion) and without waiving or otherwise affecting the Administrative Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing. 

ARTICLE III 
 Security
Interests in Personal Property 
 SECTION 3.01. Security Interest. (a) As security for the payment in full of the
Obligations, including the Guaranty, each Grantor hereby grants to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title and
interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively,
the “Article 9 Collateral”): 
 (i) all Accounts; 

(ii) all Chattel Paper; 

(iii) all Deposit Accounts; 

(iv) all Commercial Tort Claims with a value, individually, greater than $5,000,000, and for which a complaint has been filed
in a court of competent jurisdiction, as set forth on Schedule II hereto; 
 (v) all Documents; 

  
 12 








 (vi) all Equipment; 

(vii) all Fixtures; 

(viii) all General Intangibles; 

(ix) all Goods; 

(x) all Instruments; 

(xi) all Inventory; 

(xii) all Investment Property; 

(xiii) all books and records pertaining to the Article 9 Collateral; and 

(xiv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all supporting
obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; 
 provided that
notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in any Excluded Asset or any Excluded Security (to the extent defined herein); and provided further that the
Security Interest shall immediately attach to, and the Article 9 Collateral shall immediately include, any such asset (or portion thereof) upon such asset (or such portion) ceasing to be an Excluded Asset or Excluded Security. 

(b) Each Grantor hereby irrevocably authorizes the Administrative Agent (or its designee) for the benefit of the Secured Parties at any time
and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Collateral as all
assets of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable
jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor and
(B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Administrative Agent promptly
upon any reasonable request. 
 (c) The Security Interest is granted as security only and shall not subject the Administrative Agent or any
other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral. 

(d) The Administrative Agent (or its designee) is authorized to file with the USPTO or the USCO (or any successor office or any similar office
in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in United States Intellectual Property granted by each Grantor, without the
signature of any Grantor, and naming any Grantor or the Grantor as debtors and the Administrative Agent as secured party. 

  
 13 








 (e) Notwithstanding anything to the contrary in the Loan Documents, none of the Grantors shall be
required to enter into any deposit account control agreement or securities account control agreement with respect to any deposit account or securities account. 

SECTION 3.02. Representations and Warranties. The Grantors jointly and severally represent and warrant to the Administrative Agent and
the Secured Parties that: 
 (a) Each Grantor has good and valid rights in and title to the Article 9 Collateral with respect
to which it has purported to grant the Security Interest hereunder and has full power and authority to grant to the Administrative Agent the Security Interest in such Article 9 Collateral pursuant hereto and to execute, deliver and perform its
obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval that has been obtained. 

(b) The information set forth in the Perfection Certificate, including the legal name of each Grantor, is correct and complete
(other than in respect of the legal name, in all material respects) as of the Closing Date. The Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations
prepared by the Administrative Agent based upon the information provided to the Administrative Agent in the Perfection Certificate for filing in each governmental, municipal or other office specified in Schedule 6 to the Perfection Certificate (or
specified by notice from the Borrower to the Administrative Agent after the Closing Date in the case of filings, recordings or registrations (other than filings required to be made in the USPTO and the USCO in order to perfect the Security Interest
in Article 9 Collateral consisting of United States Patents, Trademarks and Copyrights and United States exclusive Copyright Licenses) required by Section 6.11 of the Credit Agreement), are all the filings, recordings and registrations that are
necessary to establish a legal, valid and perfected security interest in favor of the Administrative Agent (for the benefit of the Secured Parties) in respect of all Article 9 Collateral in which the Security Interest may be perfected by filing,
recording or registration in the United States (or any political subdivision thereof) and its territories and possessions, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary in any such
jurisdiction, except as provided under applicable law with respect to the filing of continuation statements. 
 (c) Each
Grantor represents and warrants that Intellectual Property Security Agreements containing a description of all Article 9 Collateral consisting of United States Patents, United States registered Trademarks (and Trademarks for which United States
registration applications are pending, unless it constitutes an Excluded Asset) and United States registered Copyrights and United States registered exclusive Copyright Licenses, respectively, have been delivered to the Administrative Agent for
recording by the USPTO and the USCO pursuant to 35 U.S.C. § 261, 15 U.S.C. § 1060 or 17 U.S.C. § 205 and the regulations thereunder, as applicable, as may be necessary to establish a valid and perfected security interest in favor
of the Administrative Agent (for the benefit of the 

  
 14 








 
Secured Parties) in respect of all Article 9 Collateral consisting of Patents, Trademarks and Copyrights and United States exclusive Copyright Licenses in which a security interest may be
perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions under the federal intellectual property laws, and no further or subsequent filing, refiling, recording,
rerecording, registration or reregistration is necessary (other than (i) such filings and actions as are necessary to perfect the Security Interest with respect to any Article 9 Collateral consisting of Patents, Trademarks, Copyrights and
exclusive Copyright Licenses (or registration or application for registration thereof) acquired or developed by any Grantor after the date hereof, (ii) as may be required under the laws of jurisdictions outside the United States with respect to
Article 9 Collateral created under such laws, and (iii) the UCC financing and continuation statements contemplated in Section 3.02(b)). 

(d) The Security Interest constitutes (i) a legal and valid security interest in all the Article 9 Collateral securing the
payment of the Obligations; (ii) subject to the filings described in Section 3.02(b), a perfected security interest in all Article 9 Collateral in which a security interest may be perfected by filing, recording or registering a financing
statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the Uniform Commercial Code in the relevant jurisdiction and (iii) subject to the filings described in
Section 3.02(c), a perfected security interest in all Intellectual Property in which a security interest may be perfected upon the receipt and recording of fully executed short-form Intellectual Property Security Agreements with the USPTO and
the USCO, as applicable. The Security Interest is and shall be prior to any other Lien on any of the Article 9 Collateral, other than (1) any nonconsensual Lien that is expressly permitted pursuant to Section 7.01 of the Credit Agreement
and has priority as a matter of law and (2) Liens expressly permitted to have priority pursuant to Section 7.01 (other than Section 7.01(ee)) and Section 9.11(b) of the Credit Agreement. 

(e) The Article 9 Collateral is owned by the Grantors free and clear of any Lien, except for Liens expressly permitted pursuant
to Section 7.01 of the Credit Agreement. None of the Grantors has filed or consented to the filing of (i) any financing statement or analogous document under the New York UCC or any other applicable laws covering any Article 9 Collateral,
(ii) any assignment in which any Grantor assigns any Article 9 Collateral or any security agreement or similar instrument covering any Article 9 Collateral with the USPTO or the USCO, (iii) any notice under the Assignment of Claims Act or
(iv) any assignment in which any Grantor assigns any Article 9 Collateral or any security agreement or similar instrument covering any Article 9 Collateral with any foreign governmental, municipal or other office, which financing statement or
analogous document, assignment, security agreement or similar instrument is still in effect, except, in each case, for Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement. 

(f) Schedule II sets forth, as of the Closing Date, a true and complete list, with respect to each Grantor, of each Commercial
Tort Claim in respect of which a complaint or a counterclaim has been filed by such Grantor, seeking damages in an amount reasonably estimated to exceed $5,000,000, including a summary description of such claim. 

  
 15 








 (g) Schedule III sets forth, as of the Closing Date, a true and complete list,
with respect to each Grantor, of (i) all Patents that have been granted by the USPTO, (ii) all Copyrights that have been registered with the USCO, (iii) all Trademarks that have been registered with the USPTO and Trademarks for which
United States registration applications are pending and (iv) all exclusive Copyright Licenses that have been registered with the USCO under which such Grantor is a licensee, in each case truly and completely specifying the name of the
registered owner, title, type of mark, registration or application number, expiration date (if already registered) or filing date, a brief description thereof and, if applicable, the licensee and licensor. In the event any updated Perfection
Certificate or any Security Agreement Supplement shall set forth any Intellectual Property, Schedule III shall be deemed to be supplemented to include the reference to such Intellectual Property, in the same form as such reference is set forth on
such updated Perfection Certificate or Security Agreement Supplement. 
 SECTION 3.03. Covenants. (a) The Borrower agrees
promptly (and in any event within 45 days of such change) to notify the Administrative Agent in writing of any change in (i) legal name, (ii) the identity or type of organization or corporate structure, (iii) the jurisdiction of
organization, (iv) the chief executive office or (v) the Federal Tax Identification Number or organizational identification number of any Grantor. Each Grantor agrees to promptly provide, upon reasonable request, the Administrative Agent
with certified organizational documents reflecting any of the changes described in clause (i), (ii) or (iii) of the first sentence of this paragraph. 

(b) Each Grantor shall, at its own expense, take any and all commercially reasonable actions necessary to defend title to the Article 9
Collateral against all Persons and to defend the Security Interest of the Administrative Agent in the Article 9 Collateral and the priority thereof against any Lien not expressly permitted pursuant to Section 7.01 (other than, as to priority,
Section 7.01(ee)) of the Credit Agreement. 
 (c) Each Grantor agrees, on its own behalf, at its own expense, to execute, acknowledge,
deliver and cause to be duly filed all such further instruments and documents and take all such actions as the Administrative Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest and
the rights and remedies created hereby, including the payment of any fees and taxes required in connection with the execution and delivery of this Agreement, the granting of the Security Interest and the filing of any financing statements (including
fixture filings) or other documents in connection herewith or therewith. 
 (d) At its option, the Administrative Agent may discharge past
due taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Article 9 Collateral and not permitted pursuant to Section 7.01 of the Credit Agreement, and may pay for the maintenance
and preservation of the Article 9 Collateral to the extent any Grantor fails to do so as required by the Credit Agreement, this Agreement or the other Loan Documents and within a reasonable period of time after the Administrative Agent has requested
that it do so, and each Grantor jointly and severally agrees to reimburse the 

  
 16 








 
Administrative Agent within 10 Business Days after demand for any payment made or any reasonable expense incurred by the Administrative Agent pursuant to the foregoing authorization (and any such
payment or expense incurred shall be additional Obligations secured hereby); provided, however, Grantors shall not be obligated to reimburse the Administrative Agent with respect to any Article 9 Collateral consisting of Intellectual
Property that any Grantor has failed to maintain or pursue, or otherwise allowed to lapse, terminate or be put into the public domain, in accordance with Section 3.03(h)(iv). Nothing in this paragraph shall be interpreted as excusing any
Grantor from the performance of, or imposing any obligation on the Administrative Agent or any Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to taxes, assessments, charges, fees, Liens, security
interests or other encumbrances and maintenance as set forth herein, in the other Loan Documents. 
 (e) If at any time any Grantor shall
take a security interest in any property of an Account Debtor or any other Person, the value of which is in excess of $5,000,000, to secure payment and performance of an Account or Instrument, such Grantor shall promptly assign such security
interest to the Administrative Agent for the benefit of the Secured Parties. Such assignment need not be filed of public record unless necessary to continue the perfected status of the security interest against creditors of and transferees from the
Account Debtor or other Person granting the security interest. 
 (f) Each Grantor (rather than the Administrative Agent or any Secured
Party) shall remain liable (as between itself and any relevant counterparty) to observe and perform all the conditions and obligations to be observed and performed by it under each contract, agreement or instrument relating to the Article 9
Collateral, all in accordance with the terms and conditions thereof, and each Grantor jointly and severally agrees to indemnify and hold harmless the Administrative Agent and the Secured Parties from and against any and all liability for such
performance. 
 (g) If any Grantor shall at any time hold or acquire a Commercial Tort Claim with a value in excess of $5,000,000 and for
which such Grantor has filed a complaint in a court of competent jurisdiction, such Grantor shall promptly notify the Administrative Agent in writing signed by such Grantor of the brief details thereof or provide the Administrative Agent with a copy
of the filed complaint, and grant to the Administrative Agent a security interest therein and in the Proceeds thereof, all upon the terms of this Agreement pursuant to a document in form and substance reasonably satisfactory to the Administrative
Agent. Such Grantor shall also update and include any such Commercial Tort Claim in Schedule II; provided that in the event any updated Perfection Certificate or any Security Agreement Supplement shall set forth any Commercial Tort Claim, Schedule
II shall be deemed to be supplemented to include the reference to such Commercial Tort Claim (and the description thereof), in the same form as such reference and description are set forth on such updated Perfection Certificate or Security Agreement
Supplement. 
 (h) Intellectual Property Covenants: 

(i) Except to the extent failure to act would not, as deemed by the Borrower in its reasonable business judgment, be reasonably
expected to have a Material Adverse Effect, with respect to registration or pending application of each item of its Article 9 

  
 17 








 
Collateral consisting of Intellectual Property for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps (including in the USPTO, the USCO
and any other governmental authority located in the United States and including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business
judgment, to initiate opposition, interference and cancellation proceedings against third parties) to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application, now or hereafter included in such
Article 9 Collateral consisting of Intellectual Property of such Grantor. 
 (ii) Except as would not, as deemed by the
Borrower in its reasonable business judgment, be reasonably expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Article 9 Collateral consisting of Intellectual Property
may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, becomes publicly known). 

(iii) Except where failure to do so would not, as deemed by the applicable Grantor in its reasonable business judgment, be
reasonably expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of its Article 9 Collateral consisting of Intellectual Property, including maintaining the quality of any and all
products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all reasonable steps necessary to ensure that all licensed users of any of the
Trademarks abide by the applicable license’s terms with respect to standards of quality. 
 (iv) Nothing in this
Agreement or any other Loan Document prevents any Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Article 9 Collateral
consisting of Intellectual Property to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such discontinuance is desirable in the conduct of its business. 

(i) Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Article 9
Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Grantor is engaged. 

(j) The Administrative Agent and such Persons as the Administrative Agent may reasonably designate shall have the right, at the Grantors’
own cost and expense once per fiscal year unless an Event of Default shall have occurred and be continuing, to inspect, upon reasonable prior notice and during regular business hours, the Article 9 Collateral, all records related thereto (and
to make extracts and copies from such records) and the premises upon which any of the Article 9 Collateral is located, and to verify under reasonable procedures, in accordance with Section 6.10 of the Credit Agreement, the validity,
amount, quality, quantity, value, condition and status of, or any other matter relating to, the Article 9 Collateral, including, 

  
 18 








 
in the case of Accounts or Article 9 Collateral in the possession of any third person, by contacting Account Debtors or the third person possessing such Article 9 Collateral for the
purpose of making such a verification. 
 (k) Each Grantor shall maintain, in form and manner reasonably satisfactory to the Administrative
Agent and consistent with past practices, records of its Chattel Paper and its books, records and documents evidencing or pertaining thereto. 

(l) The Grantors, at their own expense, shall maintain or cause to be maintained insurance in accordance with the requirements set forth in
Section 6.07 of the Credit Agreement. In the event that any Grantor at any time or times shall fail to obtain or maintain any of the policies of insurance required pursuant to Section 6.07 of the Credit Agreement or to pay any premium in
whole or part relating thereto, the Administrative Agent may, without waiving or releasing any obligation or liability of the Grantors hereunder or any Event of Default, in its sole discretion, obtain and maintain such policies of insurance and pay
such premium and take any other actions with respect thereto as the Administrative Agent deems advisable. All sums disbursed by the Administrative Agent in connection with this paragraph, including reasonable attorneys’ fees, court costs,
expenses and other charges relating thereto, shall be payable, upon demand, by the Grantors to the Administrative Agent and shall be additional Obligations secured hereby. 

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

(a) Instruments. Without limiting each Grantor’s obligations under Article II, if any Grantor shall at any
time hold or acquire any Instruments constituting Article 9 Collateral, excluding checks, and evidencing an amount in excess of $5,000,000, such Grantor shall forthwith endorse, assign and deliver the same to the Administrative Agent for the benefit
of the Secured Parties, accompanied by such instruments of transfer or assignment duly executed in blank as the Administrative Agent may from time to time reasonably request. 

(b) Investment Property. Except to the extent otherwise provided in Article II, if any Grantor shall at any time
hold or acquire any certificated securities, such Grantor shall forthwith, and in any event within 30 days, endorse, assign and deliver the same to the Administrative Agent for the benefit of the Secured Parties, accompanied by such instruments of
transfer or assignment duly executed in blank as the Administrative Agent may from time to time reasonably request. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly
by the issuer thereof, in the case of any issuer other than the Borrower or its Subsidiaries, only following the occurrence of an Event of Default (about which such Grantor shall promptly notify the Administrative Agent), and, at the Administrative
Agent’s reasonable request, pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent, either (i) cause the issuer to agree to comply with instructions from the Administrative Agent as to such
securities, without further consent of any 

  
 19 








 
Grantor or such nominee, or (ii) arrange for the Administrative Agent to become the registered owner of such securities. The Administrative Agent agrees with each of the Grantors that the
Administrative Agent shall not give any such instructions or directions to any such issuer, unless an Event of Default has occurred and is continuing. The provisions of this paragraph shall not apply to Excluded Securities. 

ARTICLE IV 
 Remedies 

SECTION 4.01. Remedies upon Default. Upon the occurrence and during the continuance of an Event of Default, it is agreed that the
Administrative Agent shall have the right to exercise any and all rights afforded to a secured party with respect to the Obligations under the Uniform Commercial Code or other applicable law and also may (i) require each Grantor to, and each
Grantor agrees that it will at its expense and upon request of the Administrative Agent forthwith, assemble all or part of the Collateral as directed by the Administrative Agent and make it available to the Administrative Agent at a place and time
to be designated by the Administrative Agent that is reasonably convenient to both parties; (ii) occupy any premises owned or, to the extent lawful and permitted, leased by any of the Grantors where the Collateral or any part thereof is
assembled or located for a reasonable period in order to effectuate its rights and remedies hereunder or under law, without obligation to such Grantor in respect of such occupation; provided that the Administrative Agent shall provide the
applicable Grantor with notice thereof prior to or promptly after such occupancy; (iii) declare the entire right, title, and interest of such Grantor in each of the Patents, Trademarks, Copyrights and exclusive Copyright Licenses vested in the
Administrative Agent for the benefit of the Secured Parties (in which event such right, title, and interest shall immediately vest in the Administrative Agent for the benefit of the Secured Parties, and the Administrative Agent shall be entitled to
exercise the power of attorney referred to below in Section 4.03 to execute, cause to be acknowledged and notarized and to record said absolute assignment with the applicable agency); (iv) exercise any and all rights and remedies of any of
the Grantors under or in connection with the Collateral, or otherwise in respect of the Collateral; provided that the Administrative Agent shall provide the applicable Grantor with notice thereof prior to or promptly after such exercise; and
(v) subject to the mandatory requirements of applicable law and the notice requirements described below, sell or otherwise dispose of all or any part of the Collateral securing the Obligations at a public or private sale or at any broker’s
board or on any securities exchange, for cash, upon credit or for future delivery as the Administrative Agent shall deem appropriate. The Administrative Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to
restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any
such sale the Administrative Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each Grantor acknowledges and agrees that the Administrative Agent, in its sole and absolute
discretion, (a) may proceed to make such a sale whether or not a registration statement for the purpose of registering such Pledged Collateral or part thereof shall have been filed under the Securities Act or any similar statute hereafter
enacted analogous in purpose or effect or, to the extent applicable, Blue Sky or other state securities laws and (b) may approach and negotiate with a limited number of potential purchasers (including a single potential


  
 20 








 
purchaser) to effect such sale. In the event of any such sale, the Administrative Agent shall incur no responsibility or liability for selling all or any part of the Pledged Collateral at a price
that the Administrative Agent, in its sole and absolute discretion, may in good faith deem reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until
after registration as aforesaid or if more than a limited number of potential purchasers (or a single purchaser) were approached. Each such purchaser at any sale of Collateral shall hold the property sold absolutely, free from any claim or right on
the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which such Grantor now has or may at any time in the future have under any rule of law or statute now existing or
hereafter enacted. 
 The Administrative Agent shall give the applicable Grantors 10 days’ written notice (which each Grantor agrees is
reasonable notice within the meaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the Administrative Agent’s intention to make any sale of Collateral. Such notice, in the case of a public sale, shall
state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will
first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Administrative Agent may fix and state in the notice (if any) of such
sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Administrative Agent may (in its sole and absolute discretion) determine. The Administrative Agent shall not
be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Administrative Agent may, without notice or publication, adjourn any public
or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale
of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Administrative Agent until the sale price is paid by the purchaser or purchasers thereof, but the Administrative Agent and
the other Secured Parties shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any
public (or, to the extent permitted by law, private) sale made pursuant to this Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of any
Grantor (all said rights being also hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured Party
from any Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. For purposes hereof, a
written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Administrative Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the
Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Administrative Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an
alternative to exercising the power of sale herein conferred upon it, the Administrative Agent 

  
 21 








 
may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having
competent jurisdiction or pursuant to a proceeding by a court appointed receiver. Any sale pursuant to the provisions of this Section 4.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b)
of the New York UCC or its equivalent in other jurisdictions. 
 SECTION 4.02. Application of Proceeds. (a) The Administrative
Agent shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral, including any Collateral consisting of cash, in accordance with Section 8.03 of the Credit Agreement. 

(b) The Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in
accordance with this Agreement and the Credit Agreement. Upon any sale of Collateral by the Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Administrative Agent or of
the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the
Administrative Agent or such officer or be answerable in any way for the misapplication thereof. The Grantors shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all
Obligations, including any Attorney Costs (if billed in a timely manner) and other expenses incurred by the Administrative Agent or any Lender to collect such deficiency. Notwithstanding the foregoing, the proceeds of any collection, sale,
foreclosure or realization upon any Collateral of any Grantor, including any collateral consisting of cash, shall not be applied to any Excluded Swap Obligation of such Grantor and shall instead be applied to other secured obligations. 

(c) In making the determinations and allocations required by this Section 4.02, the Administrative Agent may conclusively rely upon
information supplied by the Administrative Agent (as defined in the Credit Agreement) as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Obligations, and the Administrative Agent shall have no
liability to any of the Secured Parties for actions taken in reliance on such information provided that nothing in this sentence shall prevent any Grantor from contesting any amounts claimed by any Secured Party in any information so
supplied. All distributions made by the Administrative Agent pursuant to this Section 4.02 shall be (subject to any decree of any court of competent jurisdiction by final and nonappealable judgment) final (absent manifest error), and the
Administrative Agent shall have no duty to inquire as to the application by the Administrative Agent (as defined in the Credit Agreement) of any amounts distributed to it. 

SECTION 4.03. Grant of License to Use Intellectual Property; Power of Attorney. For the exclusive purpose of enabling the
Administrative Agent to exercise rights and remedies under this Agreement at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants, such grant to become automatically
effective upon and during the continuance of an Event of Default, to the Administrative Agent an irrevocable, non-exclusive, royalty-free, limited license (until the 

  
 22 








 
termination or cure of the Event of Default) to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor or
that such Grantor otherwise has rights to license, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and
programs used for the compilation or printout thereof, and, to the extent permitted by applicable law, the right to prosecute and maintain all Intellectual Property and the right to sue for infringement of the Intellectual Property; provided,
however, that nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the
termination of, any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Credit Agreement, with respect to such property or otherwise unreasonably prejudices the
value thereof to the relevant Grantor; provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which
such Trademarks are used sufficient to preserve the validity of such Trademarks. Each Grantor further agrees to cooperate with the Administrative Agent in any attempt to prosecute or maintain the Intellectual Property or sue for infringement of the
Intellectual Property pursuant to such license. For the avoidance of doubt, the use of such license by the Administrative Agent may be exercised, at the option of the Administrative Agent, only during the continuation of an Event of Default;
provided that any license, sublicense or other transaction entered into by the Administrative Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default. Furthermore, each
Grantor hereby grants to the Administrative Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of any Event of Default, any document which may be required by the USPTO or the USCO in order to effect an
absolute assignment of all right, title and interest in each Patent, Trademark or Copyright, and to record the same. Upon and during the continuance of an Event of Default, each Grantor shall use commercially reasonable efforts to obtain all
requisite consents or approvals by the licensor of each Copyright License, Patent License or Trademark License to effect the assignment of all such Grantor’s right, title and interest thereunder as licensee to the Administrative Agent or its
designee. 
 ARTICLE V 

Indemnity, Subrogation and Subordination 

SECTION 5.01. Indemnity. In addition to all such rights of indemnity and subrogation as the Grantors may have under applicable law (but
subject to Section 5.03), the Borrower agrees that, in the event any assets of any Grantor (other than the Borrower) shall be sold pursuant to this Agreement or any other Collateral Document to satisfy in whole or in part an Obligation owed to
any Secured Party, the Borrower shall indemnify such Grantor in an amount equal to the greater of the book value or the fair market value of the assets so sold. 

SECTION 5.02. Contribution and Subrogation. Each Grantor (other than the Borrower) (a “Contributing Party”) agrees
(subject to Section 5.03) that, in the event assets of any other Grantor (other than the Borrower) shall be sold pursuant to any Collateral Document to satisfy any Obligation owed to any Secured Party, and such other Grantor (the
“Claiming  

  
 23 








 
Party”) shall not have been fully indemnified by the Borrower as provided in Section 5.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the
greater of the book value or the fair market value of such assets (the “Indemnified Amount”), in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the
denominator shall be the aggregate net worth of all the Contributing Parties together with the net worth of the Claiming Party on the date hereof (or, in the case of any Grantor becoming a party hereto pursuant to Section 6.12, the date of the
Security Agreement Supplement hereto executed and delivered by such Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 shall (subject to Section 5.03) be subrogated to the rights of such
Claiming Party under Section 5.01 to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a sale of Collateral made to satisfy Obligations
constituting Swap Obligations, only those Contributing Parties for whom such Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being
modified as appropriate to provide for indemnification of up to the entire Indemnified Amount. 
 SECTION 5.03. Subordination.
Notwithstanding any provision of this Agreement to the contrary, (a) all rights of the Grantors under Sections 5.01 and 5.02 and all other rights of the Grantors of indemnity, contribution or subrogation under applicable law or otherwise
and (b) upon the occurrence and during the continuance of an Event of Default, all Indebtedness and other monetary obligations owed by any Grantor to any other Grantor, in each case shall be fully subordinated to the indefeasible payment in
full in cash of the Obligations. No failure on the part of the Borrower or any Grantor to make the payments required by Sections 5.01 and 5.02 (or any other payments required under applicable law or otherwise) shall in any respect limit the
obligations and liabilities of any Grantor with respect to its obligations hereunder, and each Grantor shall remain liable for the full amount of the obligations of such Grantor hereunder. 

ARTICLE VI 

Miscellaneous 
 SECTION
6.01. Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 10.02 of the Credit Agreement. All communications and notices hereunder to any
Subsidiary Loan Party shall be given to it in care of the Borrower as provided in Section 10.02 of the Credit Agreement. 
 SECTION
6.02. Waivers; Amendment. (a) No failure by any Lender, L/C Issuer or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document
shall operate as a waiver thereof; nor shall any single or partial exercise of, or any abandonment or discontinuance of steps to enforce, any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise
of any other right, remedy, power or privilege. The rights, remedies, powers and privileges provided herein and under the other Loan Documents are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law,


  
 24 








 
except to the extent the Loan Parties have (to the extent permitted by applicable law) agreed pursuant to any Loan Document to waive or otherwise limit their rights under law. No waiver of any
provision of this Agreement or consent to any departure by any Grantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.02, and then such waiver or consent shall be effective
only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance, amendment, renewal or extension of a Letter of Credit shall not be construed as a waiver of any
Default, regardless of whether any Lender, L/C Issuer or the Administrative Agent may have had notice or knowledge of such Default at the time. No notice or demand on any Grantor in any case shall entitle any Grantor to any other or further notice
or demand in similar or other circumstances. 
 (b) Neither this Agreement nor any provision hereof may be waived, amended or modified
except pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Grantor or Grantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance
with Section 10.01 of the Credit Agreement; provided that the Administrative Agent may, without the consent of any Secured Party, consent to a departure by any Grantor from any covenant of such Grantor set forth herein or in any other
Collateral Document to the extent such departure is not inconsistent with the Collateral and Guarantee Requirement or with any other limitation on the authority of the Administrative Agent set forth in the Credit Agreement. 

SECTION 6.03. Administrative Agent’s Fees and Expenses. (a) The parties hereto agree that the Administrative Agent shall be
entitled to reimbursement of its expenses incurred hereunder as provided in Section 10.04 of the Credit Agreement as if each reference therein to the Borrower were a reference to the Grantors. 

(b) Without limitation of its indemnification obligations under the other Loan Documents, the Borrower agrees to indemnify the Administrative
Agent and the other Indemnitees (as defined in Section 10.05 of the Credit Agreement) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges
and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation,
investigation or proceeding relating to any of the foregoing agreements or instruments contemplated hereby, whether or not any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the
extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the (x) gross negligence, bad faith or willful misconduct of
such Indemnitee or of any Affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee (y) a material breach of any obligations under any Loan Document by such Indemnitee or of any Affiliate, director, officer,
employee or agent of such Indemnitee or (z) disputes that are solely between Indemnitees (other than, in the case of clause (z), any claims against an Indemnitee in its capacity or in fulfilling its role as an Administrative Agent,
Documentation Agent, Syndication Agent, Arranger, Joint Bookrunner, Co-Manager or any similar role under this Agreement and other than any claims arising out of any act or omission by such Grantor). 

  
 25 








 (c) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby
and by the other Collateral Documents. The provisions of this Section 6.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions
contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent or any
other Secured Party. All amounts due under this Section 6.03 shall be payable within 20 Business Days of written demand therefor. 

SECTION 6.04. Successors and Assigns. The provisions of this Agreement shall be binding upon and shall inure to the benefit of each
Grantor, the Administrative Agent and the other Secured Parties and their respective successors and assigns permitted hereby, except that no Grantor shall have the right to assign or transfer its rights or obligations hereunder or any interest
herein (and any such assignment or transfer shall be void) except as expressly contemplated by this Agreement or the other Loan Documents. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include
the permitted successors and assigns of such party. 
 SECTION 6.05. Counterparts; Several Agreement. This Agreement may be executed
in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one-and-the-same instrument. This Agreement shall become effective as to any Grantor when a counterpart hereof executed on behalf of
such Grantor shall have been delivered to the Administrative Agent and a counterpart hereof shall have been executed on behalf of the Administrative Agent. Delivery by telecopier or electronic transmission of an executed counterpart of a signature
page to this Agreement shall be effective as delivery of an original executed counterpart of this Agreement. The Administrative Agent may also require that any such documents and signatures delivered by telecopier or electronic transmission be
confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier or electronic transmission. This Agreement shall
be construed as a separate agreement with respect to each Grantor and may be amended, modified, supplemented, waived or released with respect to such Grantor without the approval of any other Grantor and without affecting the obligations of any
other Grantor hereunder. 
 SECTION 6.06. Severability. If any provision of this Agreement is held to be illegal, invalid or
unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction. 
 SECTION 6.07. Right of Set-Off. In addition to any rights and remedies of the Lenders
provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender, L/C Issuer and any of their respective Affiliates is authorized at any time and from time to time, without prior notice to any Grantor, any such
notice being waived by each Grantor (on its own behalf and on behalf of each of its Subsidiaries), to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or
final) at any time held by, and other Indebtedness at any time owing by, 

  
 26 








 
such Lender, L/C Issuer or any of their respective Affiliates to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to
such Lender, L/C Issuer and their respective Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Lender, L/C Issuer or Affiliate shall have made demand under this Agreement or any
other Loan Document and although such Obligations may be (i) owed to a branch, office or Affiliate of such Lender or such L/C Issuer different from the branch, office or Affiliate holding such deposit or obligated on such Indebtedness or
(ii) contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender, L/C Issuer or any of their respective Affiliates
shall have a right to set off and apply any deposits held by, or other Indebtedness owing by, such Lender, L/C Issuer or any of their respective Affiliates to or for the credit or the account of any Subsidiary of a Loan Party that is not a
“United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of the Borrower. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the
Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the
Administrative Agent, each Lender, each L/C Issuer and each Affiliate of any of the foregoing under this Section 6.07 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Lender,
such L/C Issuer or such Affiliate may have. 
 SECTION 6.08. Governing Law; Jurisdiction; Venue; Waiver Of Jury Trial; Consent To Service
Of Process. (a) The terms of Sections 10.15 and 10.16 of the Credit Agreement with respect to governing law, submission to jurisdiction, venue and waiver of trial by jury are incorporated herein by reference, mutatis mutandis, and
the parties hereto agree to such terms. 
 (b) Each party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 6.01. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law. 

SECTION 6.09. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are
not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement. 

SECTION 6.10. Security Interest Absolute. All rights of the Administrative Agent hereunder, the Security Interest, the grant of a
security interest in the Pledged Collateral and all obligations of each Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any
agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any
other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or
amendment or waiver of or consent under or departure from any guarantee, securing or 

  
 27 








 
guaranteeing all or any of the Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Grantor in respect of the Obligations
or this Agreement. 
 SECTION 6.11. Termination or Release. (a) This Agreement, the Security Interest and all other security
interests granted hereby shall terminate with respect to all Obligations and any Liens arising therefrom shall be automatically released when all the outstanding Obligations (in each case other than (x) obligations under Secured Hedge
Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable) have been indefeasibly paid in full in cash and the Lenders have no
further commitment to lend under the Credit Agreement, the Outstanding Amount of L/C Obligations have been either reduced to zero or Cash Collateralized and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit
Agreement. 
 (b) A Grantor shall automatically be released from its obligations hereunder as provided in Section 9.11 of the Credit
Agreement; provided that the Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. 

(c) Upon any sale or other transfer by any Grantor of any Collateral to any Person other than the Borrower or any of its Domestic Subsidiaries
that are Restricted Subsidiaries that is permitted under the Credit Agreement, or upon the effectiveness of any release of the security interest granted hereby by any Grantor in any Collateral pursuant to Section 9.11 of the Credit Agreement,
the security interest granted by such Grantor in such Collateral shall be automatically released. 
 (d) In the event of any such
termination or release, Schedules I, II and III to this Agreement shall be deemed to be modified to remove the Collateral with respect to which the Security Interest and the other security interests granted hereby have been so released. 

(e) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 6.11, the
Administrative Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release, in each case in accordance with the terms of
Section 9.11 of the Credit Agreement. Any execution and delivery of documents pursuant to this Section 6.11 shall be without recourse to or warranty by the Administrative Agent. The Administrative Agent shall have no liability whatsoever
to any Secured Party as a result of any release of any Grantor by it as permitted (or which the Administrative Agent in good faith believes to be permitted) by this Section 6.11. 

(f) Notwithstanding anything to the contrary set forth in this Agreement, each Cash Management Bank and each Hedge Bank by the acceptance of
the benefits under this Agreement hereby acknowledges and agrees that (i) the obligations of the Borrower or any Subsidiary under any Secured Hedge Agreement and the Cash Management Obligations shall be secured pursuant to this Agreement only
to the extent that, and for so long as, the other Obligations are so secured and (ii) any release of Collateral effected in the manner permitted by this Agreement shall not require the consent of any Hedge Bank or Cash Management Bank. 

  
 28 








 SECTION 6.12. Additional Grantors. Each wholly-owned Domestic Material Subsidiary of the
Borrower that is required to enter in this Agreement as a Grantor pursuant to Section 6.11 of the Credit Agreement shall execute and deliver a Security Agreement Supplement and thereupon such wholly-owned Domestic Material Subsidiary shall
become a Subsidiary Loan Party and Grantor hereunder with the same force and effect as if originally named as such herein. The execution and delivery of any such instrument shall not require the consent of any other Grantor hereunder. The rights and
obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Grantor as a party to this Agreement. 

SECTION 6.13. ROFR Rights. Notwithstanding anything in this Agreement to the contrary, the Administrative Agent shall not exercise any
rights or remedies hereunder if and to the extent such exercise shall result in a ROFR Right unless, pursuant to Section 8.02 of the Credit Agreement, the Commitments of each Lender shall have been terminated and the unpaid principal amount of
all outstanding Loans shall have been declared, or shall have automatically become, due and payable. In such event the Administrative Agent shall comply with all ROFR Rights. 

SECTION 6.14. Administrative Agent Appointed Attorney-in-Fact. Each Grantor hereby appoints the Administrative Agent the
attorney-in-fact of such Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof at
any time after and during the continuance of an Event of Default, which appointment is irrevocable (until termination of the Credit Agreement) and coupled with an interest. Without limiting the generality of the foregoing, the Administrative Agent
shall have the right, upon the occurrence and during the continuance of an Event of Default and, other than in the case of an Event of Default under Section 8.01(f) of the Credit Agreement, notice by the Administrative Agent to the Borrower of
its intent to exercise such rights, with full power of substitution either in the Administrative Agent’s name or in the name of such Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts,
money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name
of any Grantor on any invoice or bill of lading relating to any of the Collateral; (d) to send verifications of Accounts to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in
any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings
relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Administrative Agent; (h) to make, settle and adjust claims in respect of Article 9
Collateral under policies of insurance, including endorsing the name of any Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance, making all determinations and decisions with respect thereto
and obtaining or maintaining the policies of insurance required by Section 6.07 of the Credit Agreement or paying any premium in whole or in part relating thereto; and (i) to use, sell, 

  
 29 








 
assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this
Agreement, as fully and completely as though the Administrative Agent were the absolute owner of the Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Administrative Agent to
make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or
the moneys due or to become due in respect thereof or any property covered thereby. The Administrative Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to
them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct (as determined by a court of
competent jurisdiction in a final and nonappealable judgment) or that of any of their Affiliates, directors, officers, employees, counsel, agents or attorneys-in-fact. All sums disbursed by the Administrative Agent in connection with this paragraph,
including reasonable attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable, within 10 days of demand, by the Grantors to the Administrative Agent and shall be additional Obligations secured hereby. 

SECTION 6.15. General Authority of the Administrative Agent. By acceptance of the benefits of this Agreement and any other Collateral
Documents, each Secured Party (whether or not a signatory hereto) shall be deemed irrevocably (a) to consent to the appointment of the Administrative Agent as its agent hereunder and under such other Collateral Documents, (b) to agree to
be bound by the provisions of Article IX of the Credit Agreement as fully as if they were set forth herein, (c) to confirm that the Administrative Agent shall have the authority to act as the exclusive agent of such Secured Party for the
enforcement of any provisions of this Agreement and such other Collateral Documents against any Grantor, the exercise of remedies hereunder or thereunder and the giving or withholding of any consent or approval hereunder or thereunder relating to
any Collateral or any Grantor’s obligations with respect thereto, (d) to agree that it shall not take any action to enforce any provisions of this Agreement or any other Collateral Document against any Grantor, to exercise any remedy
hereunder or thereunder or to give any consents or approvals hereunder or thereunder except as expressly provided in this Agreement or any other Collateral Document and (e) to agree to be bound by the terms of this Agreement and any other
Collateral Documents. 
 SECTION 6.16. Survival of Representations and Warranties. All representations and warranties made hereunder
or other document delivered pursuant hereto or in connection herewith shall be considered to have been relied upon by the Administrative Agent, the Lenders and the L/C Issuers and shall survive the execution and delivery hereof, and shall continue
in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding, regardless of any investigation made by or on behalf of the Administrative Agent, any
Lender, any L/C Issuer or any other Person and notwithstanding that the Administrative Agent, any Lender, any L/C Issuer or any other Person may have had notice or knowledge of any Default or incorrect representation or warranty at the time any Loan
Document is executed and delivered or any credit is extended under the Credit Agreement. 

  
 30 








 [Signatures on following page] 

  
 31 








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

					
	SURGICAL CARE AFFILIATES, INC., as the Borrower,


 
					
		
	    By:		 /s/ Richard L. Sharff, Jr.

	    Name:		Richard L. Sharff, Jr.
	    Title:		 Executive Vice President,
 General Counsel
and Corporate Secretary



  

					
	 SURGICAL CARE AFFILIATES, LLC
 SC
AFFILIATES, LLC
 ASC NETWORK, LLC
 SURGERY CENTERS-WEST
HOLDINGS, LLC
 NATIONAL SURGERY CENTERS, LLC
 SURGERY CENTER
HOLDING, LLC
 SURGICAL HEALTH, LLC
 SCA SURGERY HOLDINGS,
LLC
 SUNSURGERY, LLC,

	
	each as a Loan Party and Grantor,


 
					
		
	    By:		 /s/ Richard L. Sharff, Jr.

	    Name:		Richard L. Sharff, Jr.
	    Title:		 Vice President, Secretary and

Director/Manager




  
 [Signature Page to Pledge
and Security Agreement] 








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

		
	    By:		 /s/ Amy M. Ukena

	    Name:		Amy M. Ukena
	    Title:		Vice President



  
 [Signature Page to Pledge
and Security Agreement] 








 SCHEDULE I 

Pledged Equity1 

 

															
	 Issuer
	  	Certificated
Yes/No	  	State	  	 Shareholder
	  	Jurisdiction
Shareholder	  	No. of
Shares	  	Percentage
Ownership	 
	 Surgical Care Affiliates, LLC
	  	NO	  	DE	  	Surgical Care Affiliates, Inc.	  	DE	  	N/A	  	 	100	% 
	 Loyola Ambulatory Surgery Center at Oakbrook, Inc.
	  	YES	  	IL	  	ASC Network, LLC	  	DE	  	100	  	 	100	% 
	 Medical Surgical Centers of America, Inc.
	  	YES	  	DE	  	ASC Network, LLC	  	DE	  	1000	  	 	100	% 
	 Pasteur Plaza Surgery Center GP, Inc.***
	  	YES	  	DE	  	ASC Network, LLC	  	DE	  	1000	  	 	100	% 
	 Pomerado Outpatient Surgical Center, Inc.
	  	YES	  	CA	  	ASC Network, LLC	  	DE	  	1000	  	 	100	% 
	 Endoscopy Center Affiliates, Inc.***
	  	YES	  	DE	  	National Surgery Centers, LLC	  	DE	  	1000	  	 	100	% 
	 National Surgery Centers-Santa Monica, LLC
	  	NO	  	DE	  	National Surgery Centers, LLC	  	DE	  	N/A	  	 	100	% 
	 Northern Rockies Surgicenter, Inc.
	  	YES	  	MT	  	National Surgery Centers, LLC	  	DE	  	100	  	 	100	% 
	 NSC Channel Islands, LLC
	  	NO	  	CA	  	National Surgery Centers, LLC	  	DE	  	N/A	  	 	49	% 
	 NSC Fayetteville, LLC
	  	NO	  	DE	  	National Surgery Centers, LLC	  	DE	  	N/A	  	 	100	% 
	 NSC Greensboro, LLC
	  	NO	  	DE	  	National Surgery Centers, LLC	  	DE	  	N/A	  	 	100	% 
	 NSC Greensboro West, LLC
	  	NO	  	DE	  	National Surgery Centers, LLC	  	DE	  	N/A	  	 	49	% 

  

	1 	Excludes Surgical Care Affiliates, Inc., which is a public company. 









 SCHEDULE I 
  


															
	 Issuer
	  	Certificated
Yes/No	  	State	  	 Shareholder
	  	Jurisdiction
Shareholder	  	No. of
Shares	  	Percentage
Ownership	 
	 NSC Lancaster, LLC
	  	NO	  	DE	  	National Surgery Centers, LLC	  	DE	  	N/A	  	 	100	% 
	 NSC Sarasota, Inc.
	  	YES	  	DE	  	National Surgery Centers, LLC	  	DE	  	500	  	 	100	% 
	 NSC Seattle, Inc.
	  	YES	  	WA	  	National Surgery Centers, LLC	  	DE	  	100	  	 	100	% 
	 NSC Upland, LLC
	  	NO	  	DE	  	National Surgery Centers, LLC	  	DE	  	N/A	  	 	100	% 
	 SCA California Surgical Holdings, LLC
	  	NO	  	DE	  	National Surgery Centers, LLC	  	DE	  	N/A	  	 	100	% 
	 SCA Holdings, Inc.
	  	YES	  	CA	  	National Surgery Centers, LLC	  	DE	  	1000	  	 	100	% 
	 SCA Idaho Holdings, LLC
	  	NO	  	DE	  	National Surgery Centers, LLC	  	DE	  	N/A	  	 	100	% 
	 SCA Surgery Partners, LLC
	  	NO	  	DE	  	National Surgery Centers, LLC	  	DE	  	N/A	  	 	100	% 
	 Trauma Surgery Affiliates, LLC
	  	NO	  	TX	  	National Surgery Centers, LLC	  	DE	  	N/A	  	 	49	% 
	 ASC Holdings of New Jersey, LLC
	  	NO	  	NJ	  	SC Affiliates, LLC	  	DE	  	N/A	  	 	100	% 
	 Alaska Surgery Center, Inc.
	  	YES	  	AK	  	SC Affiliates, LLC	  	DE	  	1000	  	 	100	% 
	 Bakersfield-SC, LLC
	  	NO	  	DE	  	SC Affiliates, LLC	  	DE	  	N/A	  	 	100	% 
	 Camp Hill-SCA Centers, LLC
	  	NO	  	DE	  	SC Affiliates, LLC	  	DE	  	N/A	  	 	100	% 
	 Charlotte Surgery Properties, Ltd.
	  	NO	  	NC	  	SC Affiliates, LLC	  	DE	  	N/A	  	 	4	% 









 SCHEDULE I 
  


															
	 Issuer
	  	Certificated
Yes/No	  	State	  	 Shareholder
	  	Jurisdiction
Shareholder	  	No. of
Shares	  	Percentage
Ownership	 
	 Charlotte-SC, LLC
	  	NO	  	DE	  	SC Affiliates, LLC	  	DE	  	N/A	  	 	100	% 
	 Gadsden Surgery Center, LLC
	  	NO	  	DE	  	SC Affiliates, LLC	  	DE	  	N/A	  	 	100	% 
	 Glenwood-SC, Inc.
	  	YES	  	TN	  	SC Affiliates, LLC	  	DE	  	1000	  	 	100	% 
	 HFHS-SCA Holdings, LLC
	  	NO	  	MI	  	SC Affiliates, LLC	  	DE	  	N/A	  	 	49	% 
	 Health Inventures, LLC
	  	NO	  	DE	  	SC Affiliates, LLC	  	DE	  	N/A	  	 	100	% 
	 Inland Surgery Center, L.P.
	  	NO	  	CA	  	SC Affiliates, LLC	  	DE	  	N/A	  	 	13.0337	% 
	 Louisville-SC Properties, Inc.
	  	YES	  	KY	  	SC Affiliates, LLC	  	DE	  	1000	  	 	100	% 
	 Marin Surgery Holdings, Inc.
	  	YES	  	DE	  	SC Affiliates, LLC	  	DE	  	1000	  	 	100	% 
	 Maryland-SCA Centers, LLC
	  	NO	  	DE	  	SC Affiliates, LLC	  	DE	  	N/A	  	 	100	% 
	 Memphis Surgery Properties, LTD., L.P.
	  	NO	  	TN	  	SC Affiliates, LLC	  	DE	  	N/A	  	 	2.9696	% 
	 Nashville-SCA Surgery Centers, Inc.
	  	YES	  	TN	  	SC Affiliates, LLC	  	DE	  	1000	  	 	100	% 
	 Pueblo-SCA Surgery Center, LLC
	  	NO	  	DE	  	SC Affiliates, LLC	  	DE	  	N/A	  	 	100	% 
	 Redlands-SCA Surgery Centers, Inc.***
	  	YES	  	CA	  	SC Affiliates, LLC	  	DE	  	1000	  	 	100	% 
	 Saint Joseph-SCA Holdings, LLC
	  	NO	  	DE	  	SC Affiliates, LLC	  	DE	  	N/A	  	 	49	% 









 SCHEDULE I 
  


															
	 Issuer
	  	Certificated
Yes/No	  	State	  	 Shareholder
	  	Jurisdiction
Shareholder	  	No. of
Shares	  	Percentage
Ownership	 
	 Salem Surgery Center, LLC
	  	NO	  	OR	  	SC Affiliates, LLC	  	DE	  	N/A	  	 	1	% 
	 SCA Development, LLC
	  	NO	  	DE	  	SC Affiliates, LLC	  	DE	  	N/A	  	 	100	% 
	 SCA International, LLC
	  	NO	  	DE	  	SC Affiliates, LLC	  	DE	  	N/A	  	 	100	% 
	 SCA Nashville Surgery Center, LLC
	  	NO	  	TN	  	SC Affiliates, LLC	  	DE	  	N/A	  	 	1	% 
	 SCA Pacific Holdings, Inc.
	  	YES	  	CA	  	SC Affiliates, LLC	  	DE	  	1000	  	 	100	% 
	 SCA Premier Surgery Center of Louisville, LLC
	  	NO	  	DE	  	SC Affiliates, LLC	  	DE	  	N/A	  	 	49	% 
	 SCA-Albuquerque Surgery Properties, Inc.**
	  	YES	  	NM	  	SC Affiliates, LLC	  	DE	  	1000	  	 	100	% 
	 SCA-Blue Ridge, LLC
	  	NO	  	DE	  	SC Affiliates, LLC	  	DE	  	N/A	  	 	100	% 
	 SCA-Central Florida, LLC
	  	NO	  	DE	  	SC Affiliates, LLC	  	DE	  	N/A	  	 	100	% 
	 SCA-Citrus, Inc.
	  	YES	  	TN	  	SC Affiliates, LLC	  	DE	  	1000	  	 	100	% 
	 SCA-Colorado Springs, LLC
	  	NO	  	DE	  	SC Affiliates, LLC	  	DE	  	N/A	  	 	100	% 
	 SCA-Davenport, LLC
	  	NO	  	DE	  	SC Affiliates, LLC	  	DE	  	N/A	  	 	100	% 
	 SCA-Eugene, Inc.
	  	YES	  	TN	  	SC Affiliates, LLC	  	DE	  	1000	  	 	100	% 
	 SCA-Florence, LLC
	  	NO	  	DE	  	SC Affiliates, LLC	  	DE	  	N/A	  	 	100	% 









 SCHEDULE I 
  


															
	 Issuer
	  	Certificated
Yes/No	  	State	  	 Shareholder
	  	Jurisdiction
Shareholder	  	No. of
Shares	  	Percentage
Ownership	 
	 SCA-Fort Collins, Inc.
	  	YES	  	CO	  	SC Affiliates, LLC	  	DE	  	1000	  	 	100	% 
	 SCA-Fort Walton, Inc.
	  	YES	  	TN	  	SC Affiliates, LLC	  	DE	  	1000	  	 	100	% 
	 SCA-Franklin, LLC
	  	NO	  	DE	  	SC Affiliates, LLC	  	DE	  	N/A	  	 	100	% 
	 SCA-Gainesville, LLC
	  	NO	  	DE	  	SC Affiliates, LLC	  	DE	  	N/A	  	 	100	% 
	 SCA-Hagerstown, LLC
	  	NO	  	DE	  	SC Affiliates, LLC	  	DE	  	N/A	  	 	100	% 
	 SCA-Honolulu, LLC
	  	NO	  	DE	  	SC Affiliates, LLC	  	DE	  	N/A	  	 	100	% 
	 SCA-Marina del Rey, LLC
	  	NO	  	DE	  	SC Affiliates, LLC	  	DE	  	N/A	  	 	100	% 
	 SCA-Mecklenburg Development Corp.
	  	YES	  	NC	  	SC Affiliates, LLC	  	DE	  	1000	  	 	100	% 
	 SCA-Midwest, LLC
	  	NO	  	DE	  	SC Affiliates, LLC	  	DE	  	N/A	  	 	100	% 
	 SCA-Mobile, LLC
	  	NO	  	DE	  	SC Affiliates, LLC	  	DE	  	N/A	  	 	100	% 
	 SCA-Mt. Pleasant, LLC
	  	NO	  	DE	  	SC Affiliates, LLC	  	DE	  	N/A	  	 	100	% 
	 SCA-New Jersey, LLC
	  	NO	  	DE	  	SC Affiliates, LLC	  	DE	  	N/A	  	 	100	% 
	 SCA-Newport Beach, LLC
	  	NO	  	DE	  	SC Affiliates, LLC	  	DE	  	N/A	  	 	100	% 
	 SCA-Paoli, LLC
	  	NO	  	DE	  	SC Affiliates, LLC	  	DE	  	N/A	  	 	100	% 









 SCHEDULE I 
  


															
	 Issuer
	  	Certificated
Yes/No	  	State	  	 Shareholder
	  	Jurisdiction
Shareholder	  	No. of
Shares	  	Percentage
Ownership	 
	 SCA-Phoenix, LLC
	  	NO	  	DE	  	SC Affiliates, LLC	  	DE	  	N/A	  	 	100	% 
	 SCA-Pocono, LLC
	  	NO	  	DE	  	SC Affiliates, LLC	  	DE	  	N/A	  	 	100	% 
	 SCA-Rockville, LLC
	  	NO	  	DE	  	SC Affiliates, LLC	  	DE	  	N/A	  	 	100	% 
	 SCA-San Luis Obispo, LLC
	  	NO	  	DE	  	SC Affiliates, LLC	  	DE	  	N/A	  	 	100	% 
	 SCA-Sand Lake, LLC
	  	NO	  	DE	  	SC Affiliates, LLC	  	DE	  	N/A	  	 	100	% 
	 SCA-Santa Rosa, Inc.
	  	YES	  	CA	  	SC Affiliates, LLC	  	DE	  	1000	  	 	100	% 
	 SCA-Shelby Development Corp.***
	  	YES	  	TN	  	SC Affiliates, LLC	  	DE	  	1000	  	 	100	% 
	 SCA-South Jersey, LLC
	  	NO	  	DE	  	SC Affiliates, LLC	  	DE	  	N/A	  	 	100	% 
	 SCA-Sparta, LLC
	  	NO	  	DE	  	SC Affiliates, LLC	  	DE	  	N/A	  	 	100	% 
	 SCA-Winter Park, Inc.***
	  	YES	  	TN	  	SC Affiliates, LLC	  	DE	  	1000	  	 	100	% 
	 Shelby Surgery Properties, Inc.***
	  	YES	  	TN	  	SC Affiliates, LLC	  	DE	  	1000	  	 	100	% 
	 Surgery Center of Colorado Springs, LLC
	  	NO	  	DE	  	SC Affiliates, LLC	  	DE	  	N/A	  	 	100	% 
	 SCA Surgery Center of Cullman, LLC***
	  	YES	  	DE	  	SC Affiliates, LLC	  	DE	  	N/A	  	 	100	% 
	 Surgery Center of Easton, LLC
	  	NO	  	DE	  	SC Affiliates, LLC	  	DE	  	N/A	  	 	100	% 









 SCHEDULE I 
  


															
	 Issuer
	  	Certificated
Yes/No	  	State	  	 Shareholder
	  	Jurisdiction
Shareholder	  	No. of
Shares	  	Percentage
Ownership	 
	 Surgery Center of Ellicott City, Inc.
	  	YES	  	DE	  	SC Affiliates, LLC	  	DE	  	1000	  	 	100	% 
	 Surgery Center of Lexington, LLC
	  	NO	  	DE	  	SC Affiliates, LLC	  	DE	  	N/A	  	 	49	% 
	 Surgery Center of Louisville, LLC
	  	NO	  	DE	  	SC Affiliates, LLC	  	DE	  	N/A	  	 	49	% 
	 Surgery Center of Maui, LLC
	  	NO	  	DE	  	SC Affiliates, LLC	  	DE	  	N/A	  	 	100	% 
	 Surgery Center of Muskogee, LLC
	  	NO	  	DE	  	SC Affiliates, LLC	  	DE	  	N/A	  	 	100	% 
	 Surgery Center of Spokane, LLC**
	  	NO	  	DE	  	SC Affiliates, LLC	  	DE	  	N/A	  	 	100	% 
	 Surgery Center of Summerlin, LLC
	  	NO	  	DE	  	SC Affiliates, LLC	  	DE	  	N/A	  	 	100	% 
	 Surgical Center of South Jersey, Limited Partnership
	  	NO	  	NJ	  	SC Affiliates, LLC	  	DE	  	N/A	  	 	0.73	% 
	 THR-SCA Holdings, LLC
	  	NO	  	TX	  	SC Affiliates, LLC2	  	DE	  	N/A	  	 	49	% 
	 Virtua-SCA Holdings, LLC
	  	NO	  	NJ	  	SC Affiliates, LLC	  	DE	  	N/A	  	 	49	% 
	 Mississippi Surgery Holdings, LLC
	  	NO	  	DE	  	SCA Surgery Holdings, LLC	  	DE	  	N/A	  	 	100	% 
	 SCA Holding Company, Inc.
	  	YES	  	DE	  	SCA Surgery Holdings, LLC	  	DE	  	1000	  	 	100	% 

  

	2 	THR-SCA Holdings, LLC is a variable interest entity (“VIE”) and is currently owned 100% by Texas Health Resources, a Texas non-profit corporation. Grantor, SC Affiliates, LLC, holds a promissory note that is
convertible to a 49% equity ownership interest in THR-SCA Holdings, LLC at Grantor’s sole option. 









 SCHEDULE I 
  


															
	 Issuer
	  	Certificated
Yes/No	  	State	  	 Shareholder
	  	Jurisdiction
Shareholder	  	No. of
Shares	  	Percentage
Ownership	 
	 SCA Specialists of Florida, LLC
	  	NO	  	DE	  	SCA Surgery Holdings, LLC	  	DE	  	N/A	  	 	100	% 
	 SCA-Alliance, LLC
	  	NO	  	DE	  	SCA Surgery Holdings, LLC	  	DE	  	N/A	  	 	100	% 
	 SCA-Charleston, LLC
	  	NO	  	DE	  	SCA Surgery Holdings, LLC	  	DE	  	N/A	  	 	100	% 
	 SCA-Illinois, LLC
	  	NO	  	DE	  	SCA Surgery Holdings, LLC	  	DE	  	N/A	  	 	100	% 
	 SCA-Wilson, LLC
	  	NO	  	DE	  	SCA Surgery Holdings, LLC	  	DE	  	N/A	  	 	100	% 
	 Surgical Hospital Holdings of Oklahoma, LLC
	  	NO	  	DE	  	SCA Surgery Holdings, LLC	  	DE	  	N/A	  	 	100	% 
	 West Coast Endoscopy Holdings, LLC
	  	NO	  	DE	  	SCA Surgery Holdings, LLC	  	DE	  	N/A	  	 	100	% 
	 ASC Connecticut Holdings, LLC**
	  	NO	  	DE	  	SunSurgery, LLC	  	DE	  	N/A	  	 	100	% 
	 Grossmont Surgery Center, L.P.
	  	NO	  	CA	  	SunSurgery, LLC	  	DE	  	N/A	  	 	1	% 
	 Hartford Surgery Center, LLC
	  	NO	  	DE	  	SunSurgery, LLC	  	DE	  	N/A	  	 	91	% 
	 SCA Danbury Surgical Center, LLC
	  	NO	  	DE	  	SunSurgery, LLC	  	DE	  	N/A	  	 	100	% 
	 Surgery Center of Fairfield County, LLC
	  	NO	  	DE	  	SunSurgery, LLC	  	DE	  	N/A	  	 	40.1933	% 
	 B.R.A.S.S. Partnership in Commendam
	  	NO	  	LA	  	Surgery Center Holding, LLC	  	DE	  	N/A	  	 	65.94	% 
	 Birmingham Outpatient Surgical Center, LLC
	  	NO	  	DE	  	Surgery Center Holding, LLC	  	DE	  	N/A	  	 	100	% 









 SCHEDULE I 
  


															
	 Issuer
	  	Certificated
Yes/No	  	State	  	 Shareholder
	  	Jurisdiction
Shareholder	  	No. of
Shares	  	Percentage
Ownership	 
	 Blackstone Valley Surgicare Acquisition, L.P.
	  	NO	  	RI	  	Surgery Center Holding, LLC	  	DE	  	N/A	  	 	1	% 
	 Blackstone Valley Surgicare GP, LLC
	  	NO	  	RI	  	Surgery Center Holding, LLC	  	DE	  	N/A	  	 	100	% 
	 Northwest Surgicare, LLC
	  	NO	  	DE	  	Surgery Center Holding, LLC	  	DE	  	N/A	  	 	100	% 
	 SCA Pennsylvania Holdings, LLC
	  	NO	  	DE	  	Surgery Center Holding, LLC	  	DE	  	N/A	  	 	100	% 
	 SCA Surgicare of Laguna Hills, LLC
	  	NO	  	DE	  	Surgery Center Holding, LLC	  	DE	  	N/A	  	 	100	% 
	 St. Cloud Surgical Center, LLC
	  	NO	  	DE	  	Surgery Center Holding, LLC	  	DE	  	N/A	  	 	100	% 
	 Surgery Center of Des Moines, LLC
	  	NO	  	DE	  	Surgery Center Holding, LLC	  	DE	  	N/A	  	 	100	% 
	 Surgery Center of Southern Pines, LLC
	  	NO	  	DE	  	Surgery Center Holding, LLC	  	DE	  	N/A	  	 	100	% 
	 Surgicare of Belleville, LLC
	  	NO	  	DE	  	Surgery Center Holding, LLC	  	DE	  	N/A	  	 	100	% 
	 Surgicare of Jackson, LLC
	  	NO	  	DE	  	Surgery Center Holding, LLC	  	DE	  	N/A	  	 	100	% 
	 Surgicare of Joliet, Inc.
	  	YES	  	IL	  	Surgery Center Holding, LLC	  	DE	  	1000	  	 	100	% 
	 Surgicare of Minneapolis, LLC
	  	NO	  	DE	  	Surgery Center Holding, LLC	  	DE	  	N/A	  	 	100	% 
	 Surgicare of Mobile, LLC
	  	NO	  	DE	  	Surgery Center Holding, LLC	  	DE	  	N/A	  	 	100	% 
	 Surgicare of Oceanside, Inc.
	  	YES	  	CA	  	Surgery Center Holding, LLC	  	DE	  	1000	  	 	100	% 









 SCHEDULE I 
  


															
	 Issuer
	  	Certificated
Yes/No	  	State	  	 Shareholder
	  	Jurisdiction
Shareholder	  	No. of
Shares	  	Percentage
Ownership	 
	 Surgicare of Owensboro, LLC
	  	NO	  	DE	  	Surgery Center Holding, LLC	  	DE	  	N/A	  	 	100	% 
	 Surgicare of Salem, LLC
	  	NO	  	DE	  	Surgery Center Holding, LLC	  	DE	  	N/A	  	 	100	% 
	 Surgicenters of Southern California, Inc.
	  	YES	  	CA	  	Surgery Center Holding, LLC	  	DE	  	40,000	  	 	100	% 
	 Waco Outpatient Surgical Center, Inc.**
	  	YES	  	TX	  	Surgery Center Holding, LLC	  	DE	  	1000	  	 	100	% 
	 Wayland Square Surgicare Acquisition, L.P.**
	  	NO	  	RI	  	Surgery Center Holding, LLC	  	DE	  	N/A	  	 	1	% 
	 Wayland Square Surgicare GP, Inc.**
	  	YES	  	RI	  	Surgery Center Holding, LLC	  	DE	  	1000	  	 	100	% 
	 ASC Operators, LLC
	  	NO	  	CA	  	Surgery Centers-West Holdings, LLC	  	DE	  	N/A	  	 	49	% 
	 Auburn Surgical Center, L.P.
	  	NO	  	CA	  	Surgery Centers-West Holdings, LLC	  	DE	  	N/A	  	 	13.09	% 
	 Fort Sutter Medical Building, a California Limited Partnership
	  	NO	  	CA	  	Surgery Centers-West Holdings, LLC	  	DE	  	N/A	  	 	4.5	% 
	 Golden Triangle Surgicenter, L.P.
	  	NO	  	CA	  	Surgery Centers-West Holdings, LLC	  	DE	  	N/A	  	 	67.5	% 
	 SCA Salt Lake Surgical Center, Inc.***
	  	YES	  	DE	  	Surgery Centers-West Holdings, LLC	  	DE	  	1000	  	 	100	% 
	 Surgicare of La Veta, Inc.
	  	YES	  	CA	  	Surgery Centers-West Holdings, LLC	  	DE	  	1000	  	 	100	% 
	 Wauwatosa Outpatient Surgery Center, LLC
	  	NO	  	DE	  	Surgery Centers-West Holdings, LLC	  	DE	  	N/A	  	 	100	% 
	 ASC Network, LLC
	  	NO	  	DE	  	Surgical Care Affiliates, LLC	  	DE	  	N/A	  	 	100	% 









 SCHEDULE I 
  


															
	 Issuer
	  	Certificated
Yes/No	  	State	  	 Shareholder
	  	Jurisdiction
Shareholder	  	No. of
Shares	  	Percentage
Ownership	 
	 Connecticut Surgical Center, LLC
	  	NO	  	DE	  	Surgical Care Affiliates, LLC	  	DE	  	N/A	  	 	100	% 
	 eCode Solutions, LLC
	  	NO	  	DE	  	Surgical Care Affiliates, LLC	  	DE	  	N/A	  	 	100	% 
	 National Surgery Centers, LLC
	  	NO	  	DE	  	Surgical Care Affiliates, LLC	  	DE	  	N/A	  	 	100	% 
	 SC Affiliates, LLC
	  	NO	  	DE	  	Surgical Care Affiliates, LLC	  	DE	  	N/A	  	 	100	% 
	 SCA Capital, LLC
	  	NO	  	DE	  	Surgical Care Affiliates, LLC	  	DE	  	N/A	  	 	100	% 
	 SCA Surgery Holdings, LLC
	  	NO	  	DE	  	Surgical Care Affiliates, LLC	  	DE	  	N/A	  	 	100	% 
	 SunSurgery, LLC
	  	NO	  	DE	  	Surgical Care Affiliates, LLC	  	DE	  	N/A	  	 	100	% 
	 Surgery Center Holding, LLC
	  	NO	  	DE	  	Surgical Care Affiliates, LLC	  	DE	  	N/A	  	 	100	% 
	 Surgery Centers-West Holdings, LLC
	  	NO	  	DE	  	Surgical Care Affiliates, LLC	  	DE	  	N/A	  	 	100	% 
	 Surgical Care Affiliates Political Action Committee
	  	NO	  	AL	  	Surgical Care Affiliates, LLC	  	DE	  	N/A	  	 	100	% 
	 Surgical Center of Tuscaloosa Holdings, LLC
	  	YES	  	AL	  	Surgical Care Affiliates, LLC	  	DE	  	N/A	  	 	100	% 
	 Surgical Health, LLC
	  	NO	  	DE	  	Surgical Care Affiliates, LLC	  	DE	  	N/A	  	 	100	% 
	 Surgical Holdings, Inc.
	  	YES	  	DE	  	Surgical Care Affiliates, LLC	  	DE	  	100	  	 	100	% 
	 SCA of Clarksville, Inc.
	  	YES	  	TN	  	Surgical Health, LLC	  	DE	  	1000	  	 	100	% 









 SCHEDULE I 
  


															
	 Issuer
	  	Certificated
Yes/No	  	State	  	 Shareholder
	  	Jurisdiction
Shareholder	  	No. of
Shares	  	Percentage
Ownership	 
	 SHC Atlanta, LLC
	  	NO	  	DE	  	Surgical Health, LLC	  	DE	  	N/A	  	 	100	% 
	 SHC Austin, Inc.
	  	YES	  	GA	  	Surgical Health, LLC	  	DE	  	1000	  	 	100	% 
	 SHC Hawthorn, Inc.
	  	YES	  	GA	  	Surgical Health, LLC	  	DE	  	1000	  	 	100	% 
	 SHC Melbourne, Inc.***
	  	YES	  	GA	  	Surgical Health, LLC	  	DE	  	1000	  	 	100	% 
	 South County Outpatient Management, LLC
	  	NO	  	DE	  	Surgical Health, LLC	  	DE	  	N/A	  	 	100	% 
	 Specialized Surgery of Houston, Inc.
	  	YES	  	TN	  	Surgical Health, LLC	  	DE	  	1000	  	 	100	% 
	 Surgery Center of Boca Raton, Inc.
	  	YES	  	FL	  	Surgical Health, LLC	  	DE	  	1000	  	 	100	% 
	 Surgery Center of Vero Beach, Inc.
	  	YES	  	TN	  	Surgical Health, LLC	  	DE	  	1000	  	 	100	% 
	 Surgical Health of Orlando, Inc.***
	  	YES	  	FL	  	Surgical Health, LLC	  	DE	  	500	  	 	100	% 
	 Treasure Valley Hospital Limited Partnership
	  	NO	  	ID	  	Surgical Health, LLC	  	DE	  	N/A	  	 	40.375	% 
	 UCSD Ambulatory Surgery Center, LLC
	  	NO	  	DE	  	Surgical Health, LLC	  	DE	  	N/A	  	 	20	% 
	 SCA BOSC Holdings, LLC
	  	NO	  	DE	  	SC Affiliates, LLC	  	DE	  	N/A	  	 	25	% 
	  	  	  	SunSurgery, LLC	  	DE	  	N/A	  	 	25	% 
	  	  	  	Surgery Center Holding, LLC	  	DE	  	N/A	  	 	25	% 
	  	  	  	National Surgery Centers, LLC	  	DE	  	N/A	  	 	25	% 









 SCHEDULE I 
  


															
	 Issuer
	  	Certificated
Yes/No	  	State	  	 Shareholder
	  	Jurisdiction
Shareholder	  	No. of
Shares	  	Percentage
Ownership	 
	 SCA EHSC Holdings, LLC
	  	NO	  	DE	  	SC Affiliates, LLC	  	DE	  	N/A	  	 	25	% 
	  	  	  	SunSurgery, LLC	  	DE	  	N/A	  	 	25	% 
	  	  	  	Surgery Center Holding, LLC	  	DE	  	N/A	  	 	25	% 
	  	  	  	National Surgery Centers, LLC	  	DE	  	N/A	  	 	25	% 
	 SCA EWASC Holdings, LLC
	  	NO	  	DE	  	SC Affiliates, LLC	  	DE	  	N/A	  	 	25	% 
	  	  	  	SunSurgery, LLC	  	DE	  	N/A	  	 	25	% 
	  	  	  	Surgery Center Holding, LLC	  	DE	  	N/A	  	 	25	% 
	  	  	  	National Surgery Centers, LLC	  	DE	  	N/A	  	 	25	% 
	 SCA IEC Holdings, LLC
	  	NO	  	DE	  	SC Affiliates, LLC	  	DE	  	N/A	  	 	25	% 
	  	  	  	SunSurgery, LLC	  	DE	  	N/A	  	 	25	% 
	  	  	  	Surgery Center Holding, LLC	  	DE	  	N/A	  	 	25	% 
	  	  	  	National Surgery Centers, LLC	  	DE	  	N/A	  	 	25	% 









 SCHEDULE I 
  


															
	 Issuer
	  	Certificated
Yes/No	  	State	  	 Shareholder
	  	Jurisdiction
Shareholder	  	No. of
Shares	  	Percentage
Ownership	 
	 SCA Indiana Holdings, LLC
	  	NO	  	DE	  	SC Affiliates, LLC	  	DE	  	N/A	  	 	25	% 
	  	  	  	SunSurgery, LLC	  	DE	  	N/A	  	 	25	% 
	  	  	  	Surgery Center Holding, LLC	  	DE	  	N/A	  	 	25	% 
	  	  	  	National Surgery Centers, LLC	  	DE	  	N/A	  	 	25	% 
	 SCA ROCS Holdings, LLC
	  	NO	  	DE	  	SC Affiliates, LLC	  	DE	  	N/A	  	 	25	% 
	  	  	  	SunSurgery, LLC	  	DE	  	N/A	  	 	25	% 
	  	  	  	Surgery Center Holding, LLC	  	DE	  	N/A	  	 	25	% 
	  	  	  	National Surgery Centers, LLC	  	DE	  	N/A	  	 	25	% 
	 SCA SSC Holdings, LLC
	  	NO	  	DE	  	SC Affiliates, LLC	  	DE	  	N/A	  	 	25	% 
	  	  	  	SunSurgery, LLC	  	DE	  	N/A	  	 	25	% 
	  	  	  	Surgery Center Holding, LLC	  	DE	  	N/A	  	 	25	% 
	  	  	  	National Surgery Centers, LLC	  	DE	  	N/A	  	 	25	% 









 SCHEDULE I 
  


															
	 Issuer
	  	Certificated
Yes/No	  	State	  	 Shareholder
	  	Jurisdiction
Shareholder	  	No. of
Shares	  	Percentage
Ownership	 
	 SCA SSSC Holdings, LLC
	  	NO	  	DE	  	SC Affiliates, LLC	  	DE	  	N/A	  	 	25	% 
	  	  	  	SunSurgery, LLC	  	DE	  	N/A	  	 	25	% 
	  	  	  	Surgery Center Holding, LLC	  	DE	  	N/A	  	 	25	% 
	  	  	  	National Surgery Centers, LLC	  	DE	  	N/A	  	 	25	% 

  

	*	Entity to be converted to a limited liability company in accordance with Sections 6.05 and 7.04(b)(ii) of the Credit Agreement. 


	**	Entity intended to be dissolved in accordance with Sections 6.05 and 7.04(b)(ii) of the Credit Agreement. 


	***	Entity is on the Excluded List. Unable to pledge due to restrictions set forth in such entity’s subsidiary’s organizational documents. 









 SCHEDULE I 
  

 Pledged Debt 

The following represents all Intercompany Debt in excess of $1,000,000 individually: 

 

															
	 	 	Facility #	  	 Maker/Debtor Entity Name
	  	 Holder/Creditor
Entity Name
	 	Date(s) of
Inter-
company
lndebtedness	 	Date of
Security
Agreement	 	Amount Outstanding
2/28/2015	 
	 1.
	 	50046	  	 Austin Center for Outpatient Surgery, L.P.
	  	Surgical Care Affiliates, LLC	 	3/5/2009;
Amended and
Restated
10/16/2009;
Amended &
Restated
11/5/2013	 	3/5/2009	 	$	1,205,926.40	  
	 2.
	 	50108	  	 SCA Nashville Surgery Center, L.L.C.
	  	Surgical Care Affiliates, LLC	 	02/06/07	 	Deed of Trust:
2/2/07	 	$	1,036,371.24	  
	 3.
	 	50140	  	 Gainesville Surgery Center, L.P.
	  	Surgical Care Affiliates, LLC	 	06/30/03	 	09/07/06	 	$	1,434,506.70	  
	 4.
	 	50226	  	 St. Cloud Outpatient Surgery, Ltd., a Minnesota Limited Partnership
	  	Surgical Care Affiliates, LLC	 	12/07/05	 	12/7/05	 	$	1,985,822.07	  
	 5.
	 	50241	  	 Joliet Surgery Center Limited Partnership
	  	Surgical Care Affiliates, LLC	 	3/30/09	 	3/30/09	 	$	1,521,666.67	  
	 6.
	 	95356	  	 THR-SCA Holdings, LLC
	  	SC Affiliates, LLC	 	10/1/2012	 	N/A	 	$	24,322,819.53	  








 SCHEDULE II 

Commercial Tort Claims 

NONE 







 SCHEDULE III 

United States Patents and Patent Applications 

U.S. Patent Applications 
  

									
	 	  	 Grantor/Registered Owner
	  	 Type
	  	 Application Number
	  	 Filing Date

	1.	  	NONE	  		  		  	

 U.S. Patent Registrations 
  

									
	 	  	 Grantor/Registered Owner
	  	 Type
	  	 Registration Number
	  	 Expiration Date

	1.	  	NONE	  		  		  	

 United States Trademarks, Service Marks and Trademark Applications 

 

											
	 	  	 Grantor/Registered Owner
	  	 Trademark or Service
Mark
	  	 Registration

or
Application
 No.
and
 Jurisdiction
	  	 Date of Filing

or Expiration
	  	 Status

						
	1.	  	Surgical Care Affiliates, LLC	  	SCA SURGICAL
CARE AFFILIATES	  	85/469047
 (USPTO)
	  	Date of Filing:
 11/10/2011 
 10 year
expiration
	  	Reg. No. 4,171,201
 Registered 7/10/2012

Int. Cl.: 44

						
	2.	  	Surgical Care Affiliates, LLC	  	S4	  	85/469052
 (USPTO)
	  	Date of filing:
 11/10/2011
  

10 year
expiration
	  	Reg. No. 4,278,194
 Registered 1/22/2013
 Int.
Cl.: 9










 SCHEDULE III 
  


											
	 	  	 Grantor/Registered Owner
	  	 Trademark or Service
Mark
	  	 Registration

or
Application
 No.
and
 Jurisdiction
	  	 Date of Filing

or Expiration
	  	 Status

						
	3.	  	Surgical Care Affiliates, LLC	  	BUY RIGHT	  	85/469065
 (USPTO)
	  	Date of filing:
 11/10/2011 
 10 year
expiration
	  	Reg. No. 4,278,196
 Registered 1/22/2013

Int. Cl.: 9

						
	4.	  	Surgical Care Affiliates, LLC	  	PURCHASING
SIMPLIFIED	  	85/469058
 (USPTO)
	  	Date of filing:
 11/10/2011 
 10 year
expiration
	  	Reg. No. 4,278,195
 Registered 1/22/2013
 Int.
Cl.: 9

						
	5.	  	Surgical Care Affiliates, LLC	  	ECOSYSTEM	  	85/813884
 (USPTO)
	  	Date of Filing:
 1/2/2013
  

10 year
expiration
	  	Reg. No. 4,391,437
 Registered 8/27/2013
 Int.
Cl.: 9

						
	6.	  	Surgical Care Affiliates, LLC	  	CLINICAL FIRST	  	85/813939
 (USPTO)
	  	Date of filing:
 1/2/2013
  

10 year
expiration
	  	Reg. No. 4,493,546
 Registered 3/11/2014










 SCHEDULE III 
  


											
	 	  	 Grantor/Registered Owner
	  	 Trademark or Service
Mark
	  	 Registration

or
Application
 No.
and
 Jurisdiction
	  	 Date of Filing

or Expiration
	  	 Status

						
	7.	  	Surgical Care Affiliates, LLC	  	MDETECTIVE	  	85/813909
 (USPTO)
	  	Date of filing:
 1/2/2013
  

10 year
expiration
	  	Reg. No. 4,490,360
 Registered 3/4/2014

						
	8.	  	Surgical Care Affiliates, LLC	  	SCA INSIGHT	  	86/371274
 (USPTO)
	  	8/19/2014	  	Application Pending
						
	9.	  	Surgical Care Affiliates, LLC	  	PRACTICING THE
ART OF MEDICINE	  	86/416694
 (USPTO)
	  	10/7/2014	  	Application Pending

 United States Copyrights, Copyright Applications and Copyright Licenses 

U.S. Copyright Applications 
  

									
	 	  	 Grantor/Registered Owner
	  	 Title
	  	 Filing Date
	  	 Application Number

	1.	  	NONE	  		  		  	

 U.S. Copyright Registrations 
  

									
	 	  	 Grantor/Registered Owner
	  	 Title
	  	 Expiration Date
	  	 Registration Number

	1.	  	NONE	  		  		  	









 SCHEDULE III 
  

 U.S. Exclusive Copyright Licenses 

 

											
	 	  	 Grantor/Licensee
	  	 Licensor
	  	 Title
	  	 Expiration Date
	  	 Copyright No.

	1.	  	NONE	  		  		  		  	
		  		  		  		  		  	
		  		  		  		  		  	








 EXHIBIT I 

SUPPLEMENT NO.     dated as of [            ] (this
“Supplement”), to the Pledge and Security Agreement dated as of March 17, 2015 (as amended, supplemented or otherwise modified from time to time, the “Security Agreement”), among SURGICAL CARE AFFILIATES, INC. (the
“Borrower”), certain Subsidiaries of the Borrower from time to time party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent for the Secured Parties. 

A. Reference is made to the Credit Agreement dated as of March 17, 2015 (as amended, supplemented or otherwise modified from time to
time, the “Credit Agreement”), among the Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, each Lender and L/C Issuer from time to time party thereto and other financial institutions party thereto. 

B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement and
the Security Agreement referred to therein. 
 C. The Grantors have entered into the Security Agreement in order to induce (i) the
Lenders to make Loans and the L/C Issuers to issue Letters of Credit, (ii) the Hedge Banks to enter into and/or maintain Secured Hedge Agreements and (iii) the Cash Management Banks to provide Cash Management Services. Section 6.12 of
the Security Agreement provides that additional wholly-owned Domestic Material Subsidiaries of the Borrower may become Subsidiary Loan Parties and Grantors under the Security Agreement by execution and
delivery of an instrument in the form of this Supplement. The undersigned Restricted Subsidiary (the “New Subsidiary”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Subsidiary Loan
Party and Grantor under the Security Agreement in order to induce (A) the Lenders to make additional Loans and the L/C Issuers to issue additional Letters of Credit, (B) the Hedge Banks to enter into and/or maintain Secured Hedge
Agreements and (C) the Cash Management Banks to provide Cash Management Services and as consideration for (x) Loans previously made and Letters of Credit previously issued, (y) Secured Hedge Agreements previously entered into and/or
maintained and (z) Cash Management Services previously provided. 
 Accordingly, the Administrative Agent and the New Subsidiary agree
as follows: 
 SECTION 1. In accordance with Section 6.12 of the Security Agreement, the New Subsidiary by its signature below
becomes a Subsidiary Loan Party and Grantor under the Security Agreement with the same force and effect as if originally named therein as a Subsidiary Loan Party and Grantor and the New Subsidiary hereby (a) agrees to all the terms and
provisions of the Security Agreement applicable to it as a Subsidiary Loan Party and Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Subsidiary Loan Party and Grantor thereunder are
true and correct on and as of the date hereof. In furtherance of the foregoing, the New Subsidiary, as security for the payment in full of the Obligations does hereby create and grant to the Administrative Agent, its successors and assigns, for the
benefit of the Secured Parties, their successors and assigns, a security interest in and lien on all of the New Subsidiary’s right, title and interest in and to the Collateral (as defined in the


  
 EXH-1 








 
Security Agreement) of the New Subsidiary. Each reference to a “Loan Party”, “Subsidiary Loan Party” or “Grantor” in the Security Agreement shall be deemed to
include the New Subsidiary. The Security Agreement is hereby incorporated herein by reference. 
 SECTION 2. The New Subsidiary
represents and warrants to the Administrative Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in
accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity. 

SECTION 3. This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which
shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Administrative Agent shall have received a counterpart of this Supplement that bears the signature
of the New Subsidiary, and the Administrative Agent has executed a counterpart hereof. Delivery of an executed signature page to this Supplement by facsimile transmission or other electronic communication shall be as effective as delivery of a
manually signed counterpart of this Supplement. 
 SECTION 4. The New Subsidiary hereby represents and warrants that (a) set forth
on Schedule I attached hereto is a true and correct schedule of the location of any and all Collateral of the New Subsidiary; (b) set forth under its signature hereto is the true and correct legal name of the New Subsidiary, its jurisdiction of
formation, the location of its chief executive office and its organizational identification number; (c) set forth on Schedule II attached hereto is a true and complete list of (i) all the Pledged Equity owned by the New Subsidiary and the
percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity owned by the New Subsidiary and (ii) all the Pledged Debt owned by the New Subsidiary;
(d) Schedule III sets forth, as of the date hereof, a true and complete list of (i) all Patents that have been granted by the USPTO, (ii) all Copyrights that have been registered with the USCO, (iii) all Trademarks that have
been registered with the USPTO and Trademarks for which United States registration applications are pending and (iv) all exclusive Copyright Licenses that have been registered with the USCO under which such Grantor is a licensee and that, in
the case of clauses (i), (ii) and (iii) are owned by the New Subsidiary, in each case truly and completely specifying the name of the registered owner, title, type or mark, registration or application number, expiration date (if already
registered) or filing date, a brief description thereof and, if applicable, the licensee and licensor; and (e) Schedule IV sets forth, as of the date hereof, each Commercial Tort Claim in respect of which a complaint or counterclaim has been
filed by the New Subsidiary seeking damages reasonably estimated to exceed $5,000,000, including a summary description of such claim. Schedule I shall be incorporated into, and after the date hereof be deemed part of, the Perfection Certificate.

 SECTION 5. Except as expressly supplemented hereby, the Security Agreement shall remain in full force and effect. 

SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 

  
 EXH-2 








 SECTION 7. If any provision of this Supplement is held to be illegal, invalid or
unenforceable, the legality, validity and enforceability of the remaining provisions of this Supplement shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. 
 SECTION 8. All communications and notices hereunder shall be in writing and given
as provided in Section 6.01 of the Security Agreement. 
 SECTION 9. The New Subsidiary agrees to reimburse the Administrative Agent
for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Administrative Agent. 

[Signatures on following page] 

  
 EXH-3 








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

					
	[NAME OF NEW SUBSIDIARY]


 
					
		
	     By:
	 	  

	     Name:
	 	
	     Title:
	 	
	
	 Jurisdiction of Formation:

	 Organizational Identification Number:

	 Address Of Chief Executive Office:




 

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



 
					
		
	    By:	 	  

	    Name:	 	
	    Title:	 	


 [Signature Page to Security Agreement Supplement] 

  
 EXH-4 








 Schedule I to 

Supplement No.         to 

Pledge and Security Agreement 

LOCATION OF COLLATERAL 
  

			
	 Description
		Location


  
 EXH-5 








 Schedule II to 

Supplement No.         to 

Pledge and Security Agreement 

EQUITY INTERESTS 
  

									
	 Issuer
	  	 Number of

Certificate
	  	 Registered

Owner
	  	 Number and

Class of

Equity Interests
	  	 Percentage of

Equity Interests



DEBT SECURITIES 
  

							
	 Issuer
	  	 Principal Amount
	  	 Date of Note
	  	 Maturity Date



  
 EXH-6 








 Schedule III to 

Supplement No.         to 

Pledge and Security Agreement 

UNITED STATES PATENTS AND PATENT APPLICATIONS 

U.S. Patent Registrations1 

 

							
	 Grantor/Registered Owner
	  	Type	  	Expiration Date	  	Registration No.
	 	  	 	  	 	  	 
	 	  	 	  	 	  	 

 U.S. Patent Applications2 

 

							
	 Grantor/Registered Owner
	  	Type	  	Filing Date	  	Application No.
	 	  	 	  	 	  	 
	 	  	 	  	 	  	 
	 	  	 	  	 	  	 

 UNITED STATES COPYRIGHTS, COPYRIGHT APPLICATIONS AND COPYRIGHT 

LICENSES 
 U.S. Copyright
Registrations3 
  

							
	 Grantor/Registered Owner
	  	Title	  	Expiration Date	  	Copyright No.
	 	  	 	  	 	  	 
	 	  	 	  	 	  	 
	 	  	 	  	 	  	 

  

	1 	List in numerical order by Registration No. 


	2 	List in numerical order by Application No. 


	3 	List in numerical order by Copyright No. 


  
 EXH-7 








 U.S. Copyright Applications4 

 

							
	 Grantor/Registered Owner
	  	 Title
	  	 Filing Date
	  	 Application No.

	 	  	 	  	 	  	 
	 	  	 	  	 	  	 
	 	  	 	  	 	  	 

 U.S. Exclusive Copyright Licenses5

  

									
	 Grantor/Licensee
	  	Licensor	  	Title	  	Expiration Date	  	Copyright No.
	 	  	 	  	 	  	 	  	 
	 	  	 	  	 	  	 	  	 
	 	  	 	  	 	  	 	  	 

 UNITED STATES TRADEMARKS, SERVICE MARKS AND TRADEMARK 

APPLICATIONS 
 U.S.
Trademark Registrations6 
  

							
	 Grantor/Registered Owner
	  	Trademark or Service
Mark	  	Expiration Date	  	Registration No. and
Jurisdiction
	 	  	 	  	 	  	 
	 	  	 	  	 	  	 
	 	  	 	  	 	  	 
	 	  	 	  	 	  	 

 U.S. Trademark Applications7 

 

							
	 Grantor/Registered Owner
	  	Trademark or Service
Mark Application	  	Filing Date	  	Application No. and
Jurisdiction
	 	  	 	  	 	  	 
	 	  	 	  	 	  	 
	 	  	 	  	 	  	 

  

	4 	List in numerical order by Application No. 


	5 	List in numerical order by Copyright No. 


	6 	List in numerical order by Registration No. 


	7 	List in numerical order by Application No. 


  
 EXH-8 








 Schedule IV to 

Supplement No.          to 

Pledge and Security Agreement 

COMMERCIAL TORT CLAIMS 

  
 EXH-9 








 Exhibit II 

FORM OF 
 PATENT SECURITY AGREEMENT

 (SHORT-FORM) 
 PATENT
SECURITY AGREEMENT, dated as of [            ], (this “Agreement”) among SURGICAL CARE AFFILIATES, INC. (the “Borrower”), certain Subsidiaries of the
Borrower from time to time party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent for the Secured Parties. 
 Reference is made
to the Pledge and Security Agreement dated as of March 17, 2015 (as amended, supplemented or otherwise modified from time to time, the “Security Agreement”), among the Borrower, certain Subsidiaries of the Borrower from time to
time party thereto and the Administrative Agent. The Secured Parties’ agreements in respect of extensions of credit to the Borrower are set forth in the Credit Agreement dated as of March 17, 2015 (as amended, supplemented or otherwise
modified from time to time, the “Credit Agreement”), among the Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, each Lender and L/C Issuer from time to time party thereto and other financial institutions party thereto.
The Lenders and L/C Issuers have agreed to extend credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders and L/C Issuers to extend such credit are conditioned upon, among other
things, the execution and delivery of this Agreement. Each of the Subsidiaries party hereto is an affiliate of the Borrower and will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit Agreement and is
willing to execute and deliver this Agreement in order to induce (A) the Lenders and L/C Issuers to extend such credit, (B) the Hedge Banks to enter into and/or maintain Secured Hedge Agreements and (C) the Cash Management Banks to
provide Cash Management Services. Accordingly, the parties hereto agree as follows: 
 Section 1. Terms. Capitalized terms used
in this Agreement and not otherwise defined herein have the meanings specified in the Security Agreement or the Credit Agreement, as applicable. The rules of construction specified in Article I of the Credit Agreement also apply to this
Agreement, mutatis mutandis. 
 Section 2. Grant of Security Interest. As security for the payment in full of the
Obligations, each Grantor, pursuant to and in accordance with the Security Agreement, did and hereby does grant to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all right, title
and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest
(collectively, the “Patent Collateral”): 
 All letters patent of the United States or the equivalent thereof in any other
country, all registrations and recordings thereof, and all applications for letters patent of the United States or the equivalent thereof in any other country or any political subdivision thereof, in or to which any Grantor now or hereafter has any
right, title or 

  
 EXH-10 








 
interest therein, including registrations, recordings and pending applications in the USPTO or any similar offices in any other country or any political subdivision thereof, including those
listed on Schedule I, and all reissues, continuations, divisionals, continuations-in-part, reexaminations, supplemental examinations, inter partes reviews, renewals, adjustments or extensions thereof, and the inventions disclosed or claimed
therein, including the right to make, have made, use, sell, offer to sell, import or export the inventions disclosed or claimed therein. 

Section 3. Termination. This Agreement is made to secure the satisfactory payment of the Obligations. This Agreement and the
security interest granted hereby shall terminate with respect to all of a Grantor’s Obligations and any Lien arising therefrom shall be automatically released upon termination of the Security Agreement or release of such Grantor’s
obligations thereunder. The Administrative Agent shall, in connection with any termination or release herein or under the Security Agreement, execute and deliver to any Grantor as such Grantor may reasonably request, at the cost and expense of such
Grantor, an instrument in writing releasing the security interest in the Patent Collateral acquired under this Agreement. Additionally, upon such satisfactory payment of the Obligations (other than (x) obligations under Secured Hedge Agreements
not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable), the Administrative Agent shall, at such Grantor’s cost and expense,
reasonably cooperate with any efforts made by a Grantor to make of record or otherwise confirm such satisfaction, including the release and/or termination of this Agreement and any security interest in, to or under the Patent Collateral. 

Section 4. Supplement to the Security Agreement. The security interests granted to the Administrative Agent herein are granted in
furtherance, and not in limitation of, the security interests granted to the Administrative Agent pursuant to the Security Agreement. Each Grantor hereby acknowledges and affirms that the rights and remedies of the Administrative Agent with respect
to the Patent Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this Agreement
and the Security Agreement, the terms of the Security Agreement shall govern. 
 Section 5. Representations and Warranties. The
Borrower and the Subsidiaries party hereto jointly and severally represent and warrant to the Administrative Agent and the Secured Parties, that a true and correct list of all of the existing material Patent Collateral consisting of U.S. Patent
registrations or applications owned by the Grantor, in whole or in part, is set forth in Schedule I. 
 Section 6.
Miscellaneous. The provisions of Article VI of the Security Agreement are hereby incorporated by reference. 
 Section 7.
Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.
Delivery of any executed 

  
 EXH-11 








 
counterpart of a signature page of this Agreement by facsimile or other electronic imaging shall be effective as delivery of a manually executed counterpart of this Agreement. 

[Signatures on following page] 

  
 EXH-12 








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

			
	 SURGICAL CARE AFFILIATES, INC.,
as the
Borrower,



 
			
		
	     By:
		
 





			
	     Name:
		
	     Title:
		


 
			
	
	 [SUBSIDIARY LOAN PARTIES],
each as a Loan Party and
Grantor



 
			
		
	     By:
		
 





			
	     Name:
		
	     Title:
		


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



 
			
		
	     By:
		
 





			
	     Name:
		
	     Title:
		



  
 EXH-13 








 Schedule I to 

Patent Security Agreement 

Short Particulars of U.S. Patent Collateral 

  
 EXH-14 








 Exhibit III 

FORM OF 
 TRADEMARK SECURITY
AGREEMENT 
 (SHORT-FORM) 

TRADEMARK SECURITY AGREEMENT, dated as of [            ] (this
“Agreement”), among SURGICAL CARE AFFILIATES, INC. (the “Borrower”), certain Subsidiaries of the Borrower from time to time party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent for the Secured
Parties. 
 Reference is made to the Pledge and Security Agreement dated as of March 17, 2015 (as amended, supplemented or otherwise
modified from time to time, the “Security Agreement”), among the Borrower, certain Subsidiaries of the Borrower from time to time party thereto and the Administrative Agent. The Secured Parties’ agreements in respect of
extensions of credit to the Borrower are set forth in the Credit Agreement dated as of March 17, 2015 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, JPMorgan
Chase Bank, N.A., as Administrative Agent, each Lender and L/C Issuer from time to time party thereto and other financial institutions party thereto. The Lenders and L/C Issuers have agreed to extend credit to the Borrower subject to the terms and
conditions set forth in the Credit Agreement. The obligations of the Lenders and L/C Issuers to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Each of the Subsidiaries party hereto is an
affiliate of the Borrower and will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce (A) the Lenders and L/C Issuers
to extend such credit, (B) the Hedge Banks to enter into and/or maintain Secured Hedge Agreements and (C) the Cash Management Banks to provide Cash Management Services. Accordingly, the parties hereto agree as follows: 

Section 1. Terms. Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the
Security Agreement or the Credit Agreement, as applicable. The rules of construction specified in Article I of the Credit Agreement also apply to this Agreement, mutatis mutandis. 

Section 2. Grant of Security Interest. As security for the payment in full of the Obligations, each Grantor, pursuant to and in
accordance with the Security Agreement, did and hereby does grant to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all right, title and interest in or to any and all of the
following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Trademark
Collateral”): 
 (a) all trademarks, service marks, trade names, corporate names, trade dress, logos, designs, company names,
business names, fictitious business names, trade styles, domain names, global top level domain names, other source or business identifiers and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations and


  
 EXH-15 








 
recordings thereof, and all registration and recording applications filed in connection therewith, including registrations and registration applications in the USPTO or any similar offices in any
State of the United States or any other country or any political subdivision thereof, and all extensions or renewals thereof, and all common law rights related thereto, including those listed on Schedule I, (b) all goodwill connected therewith
or symbolized thereby and (c) all other assets, rights, and interests that uniquely reflect or embody such goodwill. 
 Section 3.
Termination. This Agreement is made to secure the satisfactory payment of the Obligations. This Agreement and the security interest granted hereby shall terminate with respect to all of a Grantor’s Obligations and any Lien arising
therefrom shall be automatically released upon termination of the Security Agreement or release of such Grantor’s obligations thereunder. The Administrative Agent shall, in connection with any termination or release herein or under the Security
Agreement, execute and deliver to any Grantor as such Grantor may reasonably request, at the cost and expense of such Grantor, an instrument in writing releasing the security interest in the Trademark Collateral acquired under this Agreement.
Additionally, upon such satisfactory payment of the Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent
indemnification obligations not yet accrued and payable), the Administrative Agent shall, at such Grantor’s cost and expense, reasonably cooperate with any efforts made by a Grantor to make of record or otherwise confirm such satisfaction,
including the release and/or termination of this Agreement and any security interest in, to or under the Trademark Collateral. 

Section 4. Supplement to the Security Agreement. The security interests granted to the Administrative Agent herein are granted in
furtherance, and not in limitation of, the security interests granted to the Administrative Agent pursuant to the Security Agreement. Each Grantor hereby acknowledges and affirms that the rights and remedies of the Administrative Agent with respect
to the Trademark Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this
Agreement and the Security Agreement, the terms of the Security Agreement shall govern. 
 Section 5. Representations and
Warranties. The Borrower and the Subsidiaries party hereto jointly and severally represent and warrant to the Administrative Agent and the Secured Parties, that a true and correct list of all of the existing material Trademark Collateral
consisting of U.S. Trademark registrations or applications owned by the Grantor, in whole or in part, is set forth in Schedule I. 

Section 6. Miscellaneous. The provisions of Article VI of the Security Agreement are hereby incorporated by reference. 

Section 7. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of any executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging
shall be effective as delivery of a manually executed counterpart of this Agreement. 

  
 EXH-16 








 [Signatures on following page] 

  
 EXH-17 








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

			
	 SURGICAL CARE AFFILIATES, INC.,
as the
Borrower,



 
			
		
	     By:
		
 





			
	     Name:
		
	     Title:
		
	
	 [SUBSIDIARY LOAN PARTIES],
each as a Loan Party and
Grantor



 
			
		
	     By:
		
 





			
	     Name:
		
	     Title:
		
	
	 JPMORGAN CHASE BANK, N.A.,
as Administrative
Agent



 
			
		
	     By:
		
 





			
	     Name:
		
	     Title:
		



  
 EXH-18 








 Schedule I to 

Trademark Security Agreement 

United States Trademarks, Service Marks and Trademark Applications 

 

							
	 Grantor
	  	Trademark or Service
Mark	  	Date Granted	  	Registration No. and
Jurisdiction
		  		  		  	
		  		  		  	
		  		  		  	

  

							
	 Grantor
	  	Trademark or Service
Mark Application	  	Date Filed	  	Application No. and
Jurisdiction
		  		  		  	
		  		  		  	
		  		  		  	


  
 EXH-19 








 Exhibit IV 

FORM OF 
 COPYRIGHT
SECURITY AGREEMENT 
 (SHORT-FORM) 

COPYRIGHT SECURITY AGREEMENT, dated as of [            ] (this
“Agreement”), among SURGICAL CARE AFFILIATES, INC. (the “Borrower”), certain Subsidiaries of the Borrower from time to time party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent for the Secured
Parties. 
 Reference is made to the Pledge and Security Agreement dated as of March 17, 2015 (as amended, supplemented or otherwise
modified from time to time, the “Security Agreement”), among the Borrower, certain Subsidiaries of the Borrower from time to time party thereto and the Administrative Agent. The Secured Parties’ agreements in respect of
extensions of credit to the Borrower are set forth in the Credit Agreement dated as of March 17, 2015 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, JPMorgan
Chase Bank, N.A., as Administrative Agent, each Lender and L/C Issuer from time to time party thereto and other financial institutions party thereto. The Lenders and L/C Issuers have agreed to extend credit to the Borrower subject to the terms and
conditions set forth in the Credit Agreement. The obligations of the Lenders and L/C Issuers to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Each of the Subsidiaries party hereto is an
affiliate of the Borrower and will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce (A) the Lenders and L/C Issuers
to extend such credit, (B) the Hedge Banks to enter into and/or maintain Secured Hedge Agreements and (C) the Cash Management Banks to provide Cash Management Services. Accordingly, the parties hereto agree as follows: 

Section 1. Terms. Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the
Security Agreement or the Credit Agreement, as applicable. The rules of construction specified in Article I of the Credit Agreement also apply to this Agreement, mutatis mutandis. 

Section 2. Grant of Security Interest. As security for the payment in full of the Obligations, each Grantor, pursuant to and in
accordance with the Security Agreement, did and hereby does grant to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all right, title and interest in or to any and all of the
following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Copyright
Collateral”): 
 (a) (i) all copyright rights in any work subject to the copyright laws of the United States or
any other country, whether as author, assignee, transferee or otherwise, and (ii) all registrations and applications for registration of any such copyright in the United States or any other country or any political subdivision thereof,
including registrations, recordings, supplemental registrations and pending applications for registration in the 

  
 EXH-20 








 
USCO or any similar office in any other country or any political subdivision thereof, including those listed on Schedule I, and (iii) any other adjacent or other rights related or
appurtenant to the foregoing, including moral rights; and 
 (b) all exclusive Copyright Licenses under which any Grantor is
a licensee, including those listed on Schedule I. 
 Section 3. Termination. This Agreement is made to secure the satisfactory
payment of the Obligations. This Agreement and the security interest granted hereby shall terminate with respect to all of a Grantor’s Obligations and any Lien arising therefrom shall be automatically released upon termination of the Security
Agreement or release of such Grantor’s obligations thereunder. The Administrative Agent shall, in connection with any termination or release herein or under the Security Agreement, execute and deliver to any Grantor as such Grantor may
reasonably request, at the cost and expense of such Grantor, an instrument in writing releasing the security interest in the Copyright Collateral acquired under this Agreement. Additionally, upon such satisfactory payment of the Obligations (other
than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable), the Administrative Agent
shall, at such Grantor’s cost and expense, reasonably cooperate with any efforts made by a Grantor to make of record or otherwise confirm such satisfaction, including the release and/or termination of this Agreement and any security interest
in, to or under the Copyright Collateral. 
 Section 4. Supplement to the Security Agreement. The security interests granted to
the Administrative Agent herein are granted in furtherance, and not in limitation of, the security interests granted to the Administrative Agent pursuant to the Security Agreement. Each Grantor hereby acknowledges and affirms that the rights and
remedies of the Administrative Agent with respect to the Copyright Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein. In the
event of any conflict between the terms of this Agreement and the Security Agreement, the terms of the Security Agreement shall govern. 

Section 5. Representations and Warranties. The Borrower and the Subsidiaries party hereto jointly and severally represent and
warrant to the Administrative Agent and the Secured Parties, that a true and correct list of all of the existing material Copyright Collateral consisting of U.S. Copyright registrations or applications owned by the Grantor, in whole or in part, is
set forth in Schedule I. 
 Section 6. Miscellaneous. The provisions of Article VI of the Security Agreement
are hereby incorporated by reference. 
 Section 7. Counterparts. This Agreement may be executed in counterparts (and by
different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of any executed counterpart of a signature page of this Agreement by
facsimile or other electronic imaging shall be effective as delivery of a manually executed counterpart of this Agreement. 

  
 EXH-21 








 [Signatures on following page] 

  
 EXH-22 








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

			
	 SURGICAL CARE AFFILIATES, INC.,
as the
Borrower,



 
			
		
	    By:		  

	    Name:		
	    Title:		
	
	 [SUBSIDIARY LOAN PARTIES],
each as a Loan Party and
Grantor



 
			
		
	    By:		  

	    Name:		
	    Title:		
	
	 JPMORGAN CHASE BANK, N.A.,
as Administrative
Agent



 
			
		
	    By:		  

	    Name:		
	    Title::		



  
 EXH-23 








 Schedule I to 

Copyright Security Agreement 

Short Particulars of U.S. Copyright Collateral 

  
 EXH-24