Security Agreement, dated 9/24/07 among FDC, CS, CIB as Collateral Agent.



 EXHIBIT 10.13 
 SECURITY AGREEMENT 
 THIS SECURITY AGREEMENT dated as of September 24, 2007, among First Data
Corporation, a Delaware corporation (the “Company”), each of the Subsidiaries of the Company listed on the signature pages hereto or that becomes a party hereto pursuant to Section 8.13 (each such entity being a
“Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; the Subsidiary Grantors and the Company are referred to collectively as the “Grantors”), and Credit Suisse, Cayman Islands Branch,
as Collateral Agent (in such capacity, the “Collateral Agent”) under the Credit Agreement (as defined below) for the benefit of the Secured Parties. 
 WITNESSETH: 
 WHEREAS, the Company is party to the Credit Agreement, dated as of September 24,
2007 (as the same may be amended, restated, supplemented or otherwise modified, refinanced or replaced from time to time, the “Credit Agreement”) among the Company), the lenders or other financial institutions or entities from time
to time party thereto (the “Lenders”) and Credit Suisse, Cayman Islands Branch, as Administrative Agent and as Collateral Agent; 
 WHEREAS, (a) pursuant to the Credit Agreement, the Lenders have severally agreed to make Loans to the Company and the Letter of Credit Issuer has agreed to issue Letters of Credit for the account of the Company and the Restricted
Subsidiaries (collectively, the “Extensions of Credit”) upon the terms and subject to the conditions set forth therein, (b) one or more Cash Management Banks or Hedge Banks may from time to time enter into Secured Cash
Management Agreements or Secured Hedge Agreements with the Company and/or its Subsidiaries and (c) the Existing Secured Letter of Credit Issuers have issued Existing Secured Letters of Credit; 
 WHEREAS, pursuant to the Guarantee dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the
“Guarantee”), each Subsidiary Grantor party thereto has agreed to unconditionally and irrevocably guarantee, as primary obligor and not merely as surety, to the Collateral Agent for the benefit of the Secured Parties the prompt and
complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations; 
 WHEREAS, each
Subsidiary Grantor is a Guarantor; 
 WHEREAS, the proceeds of the Extensions of Credit will be used in part to enable the Company to make
valuable transfers to the Subsidiary Grantors in connection with the operation of their respective businesses; 
 WHEREAS, each Grantor
acknowledges that it will derive substantial direct and indirect benefit from the making of the Extensions of Credit; and 







 WHEREAS, it is a condition precedent to the obligation of the Lenders and the Letter of Credit Issuer to
make their respective Extensions of Credit to the Company under the Credit Agreement that the Grantors shall have executed and delivered this Security Agreement to the Collateral Agent for the benefit of the Secured Parties; 
 NOW, THEREFORE, in consideration of the premises and to induce the Administrative Agent, the Collateral Agent, the Lenders and the Letter of Credit
Issuer to enter into the Credit Agreement and to induce the respective Lenders and the Letter of Credit Issuer to make their respective Extensions of Credit to the Company under the Credit Agreement, to induce one or more Lenders or Affiliates of
Lenders to enter into Secured Cash Management Agreements and Secured Hedge Agreements with the Company and/or its Subsidiaries and to induce the Existing Secured Letter of Credit Issuers to continue the Existing Secured Letters of Credit, the
Grantors hereby agree with the Collateral Agent, for the benefit of the Secured Parties, as follows: 
 1. Defined Terms. 

(a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit
Agreement. 
 (b) Terms used herein without definition that are defined in the UCC have the meanings given to them in the UCC, including the
following terms (which are capitalized herein): Account, Chattel Paper, Commodity Contract, Documents, Instruments, Inventory, Letter-of-Credit Right, Security Entitlement, Supporting Obligation and Tangible Chattel Paper. 
 (c) The following terms shall have the following meanings: 
 “Collateral” shall have the meaning provided in Section 2. 
 “Collateral
Account” shall mean any collateral account established by the Collateral Agent as provided in Section 5.1 or Section 5.3. 
 “Collateral Agent” shall have the meaning provided in the preamble to this Security Agreement. 
 “Control” shall mean “control,” as such term is defined in Section 9-104 or 9-106, as applicable, of the UCC. 
 “Copyright License” shall mean 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 (including all
Copyrights) or that any 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, and all rights of any Grantor under any such agreement, including those listed on
Schedule 1. 
 “copyrights” shall mean, with respect to any Person, all of the following now owned or hereafter
acquired by such Person: (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, including
registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office. 
 “Copyrights” shall mean all copyrights now owned or hereafter acquired by any Grantor, including those listed on Schedule 2. 
 “equipment” shall mean all “equipment,” as such term is defined in Article 9 of the UCC, now or hereafter owned by any Grantor or to which any Grantor has rights and, in any event, shall
include all machinery, equipment, furnishings, movable trade fixtures and vehicles now or hereafter owned by any Grantor or to which any Grantor has rights and any and all Proceeds, additions, substitutions and replacements of any of the foregoing,
wherever located, together with all attachments, components, parts, equipment and accessories installed thereon or affixed thereto; but excluding equipment to the extent it is subject to a Lien, in each case permitted by clauses (e) or
(h) of Section 10.2 of the Credit Agreement and the terms of the Indebtedness secured by such Lien prohibit assignment of, or granting of a security interest in, such Grantor’s rights and interests therein (other than to the extent
that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law), provided, that
immediately upon the repayment of all Indebtedness secured by such Lien, such Grantor shall be deemed to have granted a Security Interest in all the rights and interests with respect to such equipment. 
 “Excluded Property” shall mean all Settlement Assets. 
 “Extensions of Credit” shall have the meaning assigned to such term in the recitals hereto. 
 “General Intangibles” shall mean all “general intangibles” as such term is defined in Article 9 of the UCC and, in any event, including with respect to any Grantor, all contracts, agreements, instruments and
indentures in any form, and portions thereof, to which such Grantor is a party or under which such Grantor has any right, title or interest or to which such Grantor or any property of such Grantor is subject, as the same may from time to time be
amended, supplemented or otherwise modified, including (a) all rights of such Grantor to receive moneys due and to become due to it thereunder or in connection therewith, (b) all rights of such Grantor to receive proceeds of any insurance,
indemnity, warranty or guarantee with respect thereto, (c) all claims of such Grantor for damages arising out of any breach of or default thereunder and (d) all rights of such Grantor to terminate, amend, supplement, modify or exercise
rights or options thereunder, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder, in each case to the extent the grant by such Grantor of a Security Interest pursuant to this Security Agreement in its
right, title and interest in any such contract, agreement, instrument or indenture (i) is not prohibited by such contract, agreement, instrument or indenture without the consent of any other party thereto (other than a Credit Party),
(ii) would not give any other party (other than a Credit Party) to any such contract, agreement, instrument or indenture the right to terminate its obligations thereunder or (iii) is permitted with consent if all necessary consents to such
grant of a Security Interest have been obtained from the other parties thereto (other than to the extent that any such prohibition referred to in clauses (i), (ii) and (iii) would be 








 
rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code (or any successor provision or provisions) of any
relevant jurisdiction or any other applicable law) (it being understood that the foregoing shall not be deemed to obligate such Grantor to obtain such consents), provided that the foregoing limitation shall not affect, limit, restrict or impair the
grant by such Grantor of a Security Interest pursuant to this Security Agreement in any Account or any money or other amounts due or to become due under any such contract, agreement, instrument or indenture. 
 “Grantor” shall have the meaning assigned to such term in the recitals hereto. 
 “Intellectual Property” shall mean all of the following now owned or hereafter acquired by any Grantor: (A) all Copyrights,
Trademarks and Patents, and (B) all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise now owned or hereafter acquired, including (a) all
information used or useful arising from the business including all goodwill, trade secrets, trade secret rights, know-how, customer lists, processes of production, ideas, confidential business information, techniques, processes, formulas and all
other proprietary information, and (b) rights, priorities and privileges relating to the Copyrights, the Patents, the Trademarks and the Licenses and all rights to sue at law or in equity for any infringement or other impairment thereof,
including the right to receive all proceeds and damages therefrom, in each case to the extent the grant by such Grantor of a Security Interest pursuant to this Security Agreement in any such rights, priorities and privileges relating to intellectual
property (i) is not prohibited by any contract, agreement or other instrument governing such rights, priorities and privileges without the consent of any other party thereto (other than a Credit Party), (ii) would not give any other party
(other than a Credit Party) to any such contract, agreement or other instrument the right to terminate its obligations thereunder or (iii) is permitted with consent if all necessary consents to such grant of a Security Interest have been
obtained from the relevant parties (other than to the extent that any such prohibition referred to in clauses (i), (ii) and (iii) would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor
provision or provisions) of any relevant jurisdiction or any other applicable law) (it being understood that the foregoing shall not be deemed to obligate such Grantor to obtain such consents). 
 “Investment Property” shall mean all Securities (whether certificated or uncertificated), Security Entitlements and Commodity Contracts
of any Grantor (other than (i) as pledged pursuant to the Pledge Agreement and (ii) solely with respect to the Obligations, any Stock or Stock Equivalents of any Foreign Subsidiary in excess of 65% of the outstanding voting class of such
Stock or Stock Equivalents), whether now or hereafter acquired by any Grantor, except, in each case, to the extent the grant by a Grantor of a Security Interest therein pursuant to this Security Agreement in its right, title and interest in any such
Investment Property (i) is prohibited by any contract, agreement, instrument or indenture governing such Investment Property without the consent of any other party thereto (other than a Credit Party) unless such consent has been expressly
obtained, or (ii) would give any other party (other than a Credit Party) to any such contract, agreement, instrument or indenture the right to terminate its obligations thereunder (other than to the extent that any such prohibition referred to
in clauses (i) and (ii) would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law) (it being understood
that the foregoing shall not be deemed to obligate any Grantor to obtain any such consents referred to in clauses (i) or (ii) above). 







 “License” shall mean any Patent License, Trademark License, Copyright License or other
license or sublicense to which any Grantor is a party. 
 “Patent License” shall mean 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 (including all Patents) 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, is in existence, and all rights of any Grantor under any such agreement, including those listed on Schedule
3. 
 “patents” shall mean, with respect to any Person, all of the following now owned or hereafter acquired by such
Person: (a) all letters patent of the United States or the equivalent thereof in any other country, all registrations and recordings thereof, and all applications for letters patent of the United States or the equivalent thereof in any other
country, including registrations, recordings and pending applications in the United States Patent and Trademark Office or any similar offices in any other country, and (b) all reissues, continuations, divisions, continuations-in-part, renewals
or extensions thereof, and the inventions disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed therein. 
 “Patents” shall mean all patents now owned or hereafter acquired by any Grantor, including those listed on Schedule 4. 
 “Proceeds” shall mean all “proceeds” as such term is defined in Article 9 of the UCC and, in any event, shall include with
respect to any Grantor, any consideration received from the sale, exchange, license, lease or other disposition of any asset or property that constitutes Collateral, any value received as a consequence of the possession of any Collateral and any
payment received from any insurer or other Person or entity as a result of the destruction, loss, theft, damage or other involuntary conversion of whatever nature of any asset or property that constitutes Collateral, and shall include (a) all
cash and negotiable instruments received by or held on behalf of the Collateral Agent, (b) any claim of any Grantor against any third party for (and the right to sue and recover for and the rights to damages or profits due or accrued arising
out of or in connection with) (i) past, present or future infringement of any Patent now or hereafter owned by any Grantor, or licensed under a Patent License, (ii) past, present or future infringement or dilution of any Trademark now or
hereafter owned by any Grantor or licensed under a Trademark License or injury to the goodwill associated with or symbolized by any Trademark now or hereafter owned by any Grantor, (iii) past, present or future breach of any License and
(iv) past, present or future infringement of any Copyright now or hereafter owned by any Grantor or licensed under a Copyright License and (c) any and all other amounts from time to time paid or payable under or in connection with any of
the Collateral. 
 “Security Agreement” shall mean this Security Agreement, as the same may be amended, supplemented or
otherwise modified from time to time. 
 “Security Interest” shall have the meaning provided in Section 2. 







 “Trademark License” shall mean 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 (including any Trademark) or that any Grantor otherwise has the right to license, or granting to any Grantor any right to use any trademark now or
hereafter owned by any third party, and all rights of any Grantor under any such agreement, including those listed on Schedule 5. 
 “trademarks” shall mean, with respect to any Person, all of the following now owned or hereafter acquired by such Person: (i) all trademarks, service marks, trade names, corporate names, company names, business names,
fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations and recordings thereof (if any), and
all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States Patent and Trademark Office or any similar offices in any State of the United States or any other
country or any political subdivision thereof, and all extensions or renewals thereof, (ii) all goodwill associated therewith or symbolized thereby and (iii) all other assets, rights and interests that uniquely reflect or embody such
goodwill. 
 “Trademarks” shall mean all trademarks now owned or hereafter acquired by any Grantor, including those listed
on Schedule 6 hereto; provided that any “intent to use” Trademark applications for which a statement of use has not been filed (but only until such statement is filed) are excluded from this definition. 
 “UCC” shall mean the Uniform Commercial Code as from time to time in effect in the State of New York; provided, however,
that, in the event that, by reason of mandatory provisions of law, any of the attachment, perfection or priority of the Collateral Agent’s and the Secured Parties’ security interest in any Collateral is governed by the Uniform Commercial
Code as in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment,
perfection or priority and for purposes of definitions related to such provisions. 
 (d) The words “hereof”, “herein”,
“hereto” and “hereunder” and words of similar import when used in this Security Agreement shall refer to this Security Agreement as a whole and not to any particular provision of this Security Agreement, and Section, subsection,
clause and Schedule references are to this Security Agreement unless otherwise specified. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.

 (e) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

 (f) Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor, shall refer to
such Grantor’s Collateral or the relevant part thereof. 







 (g) References to “Lenders” in this Security Agreement shall be deemed to include Affiliates of
any Lender that may from time to time enter into Secured Cash Management Agreements and Secured Hedge Agreements with the Company and/or its Subsidiaries and each Existing Secured Letter of Credit Issuer. 
 2. Grant of Security Interest. 
 (a)
Each Grantor hereby bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and transfers to the Collateral Agent, for the benefit of the Secured Parties, and grants to the Collateral Agent, for the benefit of the Secured
Parties, a lien on and security interest in (the “Security Interest”), all of its right, title and interest in, to and under all of the following property now owned or at any time hereafter acquired by such Grantor or in which such
Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated
maturity, by acceleration or otherwise) of the Obligations: 
 (i) all Accounts; 
 (ii) all Chattel Paper; 
 (iii) all Documents; 
 (iv) all equipment and fixtures; 
 (v) all General Intangibles; 
 (vi) all Instruments; 
 (vii) all Intellectual Property; 
 (viii) all Inventory; 
 (ix) all Investment Property; 
 (x) all Supporting Obligations; 
 (xi) all Collateral Accounts; 
 (xii) all books and records pertaining to the Collateral; and 
 (xiii) the extent not
otherwise included, all Proceeds and products of any and all of the foregoing; 
 provided, that (x) the Collateral for any Obligations shall not
include any (A) Excluded Stock and Stock Equivalents with respect to such Obligations, (B) Excluded Property or (C) any assets as to which the Collateral Agent and the Company have determined that the costs or other consequences
(including adverse tax consequences) of providing a security interest is excessive in 








 
view of the benefits to be gained thereby by the Lenders and (y) none of the items included in clauses (i) through (xiii) above shall
constitute Collateral to the extent (and only to the extent) that the grant of the Security Interest therein would violate any Requirement of Law applicable to such Collateral. 
 (b) Each Grantor hereby irrevocably authorizes the Collateral Agent and its Affiliates, counsel and other representatives, at any time and from time to
time, to file or record financing statements, amendments to financing statements and, with notice to the Company, and other filing or recording documents or instruments with respect to the Collateral in such form and in such offices as the
Collateral Agent reasonably determines appropriate to perfect the Security Interests of the Collateral Agent under this Security Agreement, and such financing statements and amendments may describe the Collateral covered thereby as “all assets
excluding Excluded Stock and Stock Equivalents and Excluded Property, as defined on Schedule A hereto”, “all personal property excluding Excluded Stock and Stock Equivalents and Excluded Property, as defined on Schedule A hereto” or
words of similar effect, provided that with respect to fixtures the Collateral Agent shall only file or record financing statements in the jurisdiction of organization of a Grantor, except in connection with a Mortgage. Each Grantor hereby also
authorizes the Collateral Agent and its Affiliates, counsel and other representatives, at any time and from time to time, to file continuation statements with respect to previously filed financing statements. 
 Each Grantor hereby agrees to provide to the Collateral Agent, promptly upon request, any information reasonably necessary to effectuate the filings or
recordings authorized by this Section 2(b). 
 The Collateral Agent is further authorized to file with the United States Patent and
Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting
the Security Interest granted hereunder by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Collateral Agent, as the case may be, as secured party. 
 The Security Interests are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or
modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral. 
 3. Representations and
Warranties. 
 Each Grantor hereby represents and warrants to the Collateral Agent and each Secured Party on the date hereof that:

 3.1 Title; No Other Liens. Except for (a) the Security Interest granted to the Collateral Agent for the benefit of the Secured
Parties pursuant to this Security Agreement, (b) the Liens permitted by the Credit Agreement and (c) any Liens securing Indebtedness which is no longer outstanding or any Liens with respect to commitments to lend which have been
terminated, such Grantor owns each item of the Collateral free and clear of any and all Liens or claims 








 
of others. No security agreement, financing statement or other public notice with respect to all or any part of the Collateral that evidences a Lien securing
any material Indebtedness is on file or of record in any public office, except such as (i) have been filed in favor of the Collateral Agent for the benefit of the Secured Parties pursuant to this Security Agreement or (ii) are permitted by
the Credit Agreement. 
 3.2 Perfected First Priority Liens. 
 (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the Secured Parties, legal,
valid and enforceable Security Interests in the Collateral to the extent the enforceability of such obligation with respect to Stock of Foreign Subsidiaries is governed by the UCC, subject to the effects of bankruptcy, insolvency or similar laws
affecting creditors’ rights generally and general equitable principles. 
 (b) Subject to the limitations set forth in clause
(c) of this Section 3.2, the Security Interests granted pursuant to this Security Agreement (i) will constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other
actions described in clause (A), (B) or (C) of this paragraph) in favor of the Collateral Agent, for the benefit of the Secured Parties, as collateral security for the Obligations, upon (A) the filing in the applicable filing offices
of all financing statements, in each case, naming each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral, (B) delivery to the Collateral Agent (or its bailee) of all Instruments,
Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer in blank and (C) completion of the filing, registration and recording of a fully executed agreement in the form hereof (or a supplement
hereto) and containing a description of all Collateral constituting Intellectual Property in the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereof) or, in the case of
Collateral constituting Intellectual Property acquired after the date hereof, thereafter pursuant to 35 USC § 261 and 15 USC § 1060 and the regulations thereunder with respect to United States Patents and United States registered
Trademarks and in the United States Copyright Office (or any successor office) within the one month period (commencing as of the applicable date of acquisition or filing) or, in the case of Collateral constituting Intellectual Property acquired
after the date hereof, thereafter with respect to United States registered Copyrights pursuant to 17 USC § 205 and the regulations thereunder as soon as reasonably practicable, and otherwise as may be required pursuant to the laws of any
other necessary jurisdiction to the extent that a security interest may be perfected by such filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.2
of the Credit Agreement. 
 (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security
Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property) by any means other than by (i) filings pursuant to the Uniform Commercial Code of the relevant State(s),
(ii) filings approved by United States government offices with respect to Intellectual Property and (iii) delivery to the Collateral Agent (or its bailee) to be held in its possession of all Collateral consisting of Tangible Chattel Paper,
Instruments or Certificated Securities with a fair market value in excess of $10,000,000 individually. 







 (d) It is understood and agreed that the Security Interests in cash and Investment Property created
hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses. 
 4.
Covenants. 
 Each Grantor hereby covenants and agrees with the Collateral Agent and the Secured Parties that, from and after the date
of this Security Agreement until the Obligations are paid in full, the Commitments are terminated and no Letter of Credit remains outstanding (or all such Letters of Credit shall have been Cash Collateralized): 
 4.1 Maintenance of Perfected Security Interest; Further Documentation. 
 (a) Such Grantor shall maintain the Security Interest created by this Security Agreement as a perfected Security Interest having at least the priority
described in Section 3.1 and shall defend such Security Interest against the claims and demands of all Persons whomsoever, in each case subject to Section 3.2(c). 
 (b) Such Grantor will furnish to the Collateral Agent and the Lenders from time to time statements and schedules further identifying and describing the
assets and property of such Grantor and such other reports in connection therewith as the Collateral Agent may reasonably request. 
 (c)
Such Grantor will furnish to the Collateral Agent at the time of the delivery of the financial statements provided for in Sections 9.1(a) and (b) of the Credit Agreement, a schedule setting forth any additional Copyrights, Copyright Licenses,
Patents, Patent Licenses, Trademarks and Trademark Licenses that are registered (or for which an application to register such items has been filed) with the United States Patent and Trademark Office or the United States Copyright Office (or any
successor to either such office) acquired by any Credit Party following the Closing Date (or following the date of the last supplement provided to the Collateral Agent pursuant to this Section 4.1(c)), all in reasonable detail. 
 (d) Subject to clause (e) below and Section 3.2(c), each Grantor agrees that at any time and from time to time, at the expense of such Grantor,
it will execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements and other documents, including all applicable documents
required under Section 3.2(b)(C)), which may be required under any applicable law, or which the Collateral Agent or the Required Lenders may reasonably request, in order (i) to grant, preserve, protect and perfect the validity and priority
of the Security Interests created or intended to be created hereby or (ii) to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral, including the filing of any financing or
continuation statements under the Uniform Commercial Code in effect in any jurisdiction with respect to the Security Interests created hereby and all applicable documents required under Section 3.2(b)(C), all at the expense of such Grantor.








 (e) Notwithstanding anything in this Section 4.1 to the contrary, (i) with respect to any
assets acquired by such Grantor after the date hereof that are required by the Credit Agreement to be subject to the Lien created hereby or (ii) with respect to any Person that, subsequent to the date hereof, becomes a Subsidiary that is
required by the Credit Agreement to become a party hereto, the relevant Grantor after the acquisition or creation thereof shall promptly take all actions required by the Credit Agreement or this Section 4.1. 
 4.2 Damage or Destruction of Collateral. The Grantors agree promptly to notify the Collateral Agent if any material portion of the Collateral is
damaged or destroyed in any manner which could reasonably be expected to have a Material Adverse Effect. 
 4.3 Notices. Each Grantor
will advise the Collateral Agent and the Lenders promptly, in reasonable detail, of any Lien of which it has knowledge (other than the Security Interests created hereby or Liens permitted under the Credit Agreement) on any of the Collateral which
would adversely affect, in any material respect, the ability of the Collateral Agent to exercise any of its remedies hereunder. 
 4.4
Changes in Locations, Name, etc. Each Grantor will furnish to the Collateral Agent promptly (an in any event within 30 days of such change) a written notice of any change (i) in its legal name, (ii) in its jurisdiction of
organization or location for purposes of the UCC, (iii) in its identity or type of organization or corporate structure or (iv) in its Federal Taxpayer Identification Number or organizational identification number. Each Grantor agrees
promptly to provide the Collateral Agent with certified organizational documents reflecting any of the changes described in the first sentence of this paragraph. 
 5. Remedial Provisions. 
 5.1 Certain Matters Relating to Accounts. 
 (a) At any time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice to the Company and any other
relevant Grantor, the Administrative Agent shall have the right, but not the obligation, to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through
any medium that the Administrative Agent reasonably considers advisable, and each Grantor shall furnish all such assistance and information as such Agent may require in connection with such test verifications. Such Agent shall have the absolute
right to share any information it gains from such inspection or verification with any Secured Party. 
 (b) The Collateral Agent hereby
authorizes each Grantor to collect such Grantor’s Accounts and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required in writing by the
Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by any Grantor, (i) shall be forthwith (and, in 








 
any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent if required,
in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as
provided in Section 5.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts shall
be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. 
 (c) At the
Collateral Agent’s request at any time after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and
transactions which gave rise to the Accounts, including all original orders, invoices and shipping receipts. 
 (d) Upon the occurrence and
during the continuance of an Event of Default, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any
Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any
circumstances during the continuance of such Event of Default. 
 (e) At the direction of the Collateral Agent, upon the occurrence and
during the continuance of an Event of Default, each Grantor shall grant to the Collateral Agent to the extent assignable, an irrevocable, non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the
Intellectual Property now owned or hereafter acquired by such Grantor. Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout
thereof. 
 5.2 Communications with Credit Parties; Grantors Remain Liable. 
 (a) The Collateral Agent in its own name or in the name of others may at any time after the occurrence and during the continuance of an Event of Default,
after giving reasonable notice to the relevant Grantor of its intent to do so, communicate with obligors under the Accounts to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts. The
Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party. 
 (b) Upon the written request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, each Grantor shall notify obligors on the Accounts that the Accounts have been assigned to the
Collateral Agent for the benefit of the Secured Parties and that payments in respect thereof shall be made directly to the Collateral Agent. 
 (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Accounts to observe and perform all the conditions and obligations 








 
to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Agent nor any
Secured Party shall have any obligation or liability under any Account (or any agreement giving rise thereto) by reason of or arising out of this Security Agreement or the receipt by the Collateral Agent or any Secured Party of any payment relating
thereto, nor shall the Collateral Agent or any Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account (or any agreement giving rise thereto), to make any payment, to make any
inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of
any amounts which may have been assigned to it or to which it may be entitled at any time or times. 
 5.3 Proceeds to be Turned Over To
Collateral Agent. In addition to the rights of the Collateral Agent and the Secured Parties specified in Section 5.1 with respect to payments of Accounts, if an Event of Default shall occur and be continuing and the Collateral Agent so
requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section 11.5 of the Credit Agreement shall be deemed to constitute a
request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required), all Proceeds received by any Grantor consisting of cash, checks and other near cash items shall be held by such
Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor
(duly endorsed by such Grantor to the Collateral Agent, if required). All Proceeds received by the Collateral Agent hereunder shall be held by the Collateral Agent in a Collateral Account maintained under its dominion and control and on terms and
conditions reasonably satisfactory to the Collateral Agent. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the Secured Parties) shall continue to be held as
collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section 5.4. 
 5.4
Application of Proceeds. The Collateral Agent shall apply the proceeds of any collection or sale of the Collateral as well as any Collateral consisting of cash, at any time after receipt in the order specified in Section 11.14 of the
Credit Agreement. Upon any sale of the Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral 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 Collateral Agent or such officer or be
answerable in any way for the misapplication thereof. 
 5.5 Code and Other Remedies. If an Event of Default shall occur and be
continuing, the Collateral Agent may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of 








 
a secured party upon default under the UCC or any other applicable law and also may with notice to the relevant Grantor, sell the Collateral or any part
thereof in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any Lender or elsewhere for cash or on credit or for future delivery at such price or prices and upon such
other terms as are commercially reasonable irrespective of the impact of any such sales on the market price of the Collateral. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective
bidders or purchasers of Collateral 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 Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each purchaser at any such sale 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/or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter
enacted. The Collateral Agent and any Secured Party shall have the right upon any such public sale, and, to the extent permitted by law, upon any such private sale, to purchase the whole or any part of the Collateral so sold, and the Collateral
Agent or such Secured Party may pay the purchase price by crediting the amount thereof against the Obligations. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to such Grantor of the
time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been
given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. To the
extent permitted by law, each Grantor hereby waives any claim against the Collateral Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price that might have been
obtained at a public sale, even if the Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree. Each Grantor further agrees, at the Collateral Agent’s request to assemble the Collateral and
make it available to the Collateral Agent, at places which the Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Collateral Agent shall apply the net proceeds of any action taken by it pursuant to
this Section 5.5 in accordance with the provisions of Section 5.4. 
 5.6 Deficiency. Each Grantor shall remain liable for
any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay its Obligations and the fees and disbursements of any attorneys employed by the Collateral Agent or any Secured Party to collect such
deficiency. 
 5.7 Amendments, etc. with Respect to the Obligations; Waiver of Rights. Each Grantor shall remain obligated hereunder
notwithstanding that, without any reservation of rights against any Grantor and without notice to or further assent by any Grantor, (a) any demand for payment of any of the Obligations made by the Collateral Agent or any other Secured Party may
be rescinded by such party and any of the Obligations continued, (b) the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee 








 
therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated,
compromised, waived, surrendered or released by the Collateral Agent or any other Secured Party, (c) the Credit Agreement, the other Credit Documents, the Letters of Credit, the Existing Secured Letters of Credit and any other documents
executed and delivered in connection therewith and the Secured Cash Management Agreements and the Secured Hedge Agreements and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated,
in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Existing Secured Letter of Credit, Secured Hedge Agreement or Secured Cash Management Agreement, the Existing Secured Letter of
Credit Issuer, Hedge Bank or Cash Management Bank party thereto) may deem advisable from time to time, and (d) any collateral security, guarantee or right of offset at any time held by the Collateral Agent or any other Secured Party for the
payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Collateral Agent nor any other Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security
for the Obligations or for this Security Agreement or any property subject thereto. When making any demand hereunder against any Grantor, the Collateral Agent or any other Secured Party may, but shall be under no obligation to, make a similar demand
on any Grantor or any other Person, and any failure by the Collateral Agent or any other Secured Party to make any such demand or to collect any payments from the Company or any Grantor or any other Person or any release of the Company or any
Grantor or any other Person shall not relieve any Grantor in respect of which a demand or collection is not made or any Grantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and
remedies, express or implied, or as a matter of law, of the Collateral Agent or any other Secured Party against any Grantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

 6. The Collateral Agent. 
 6.1 Collateral Agent’s Appointment as Attorney-in-Fact, etc. 
 (a) Each Grantor hereby appoints, which appointment is
irrevocable and coupled with an interest, effective upon the occurrence and during the continuance of an Event of Default, the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful
attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, for the purpose of carrying out the terms of this Security Agreement, to take any and all appropriate
action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Security Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral
Agent the power and right, on behalf of such Grantor, either in the Collateral Agent’s name or in the name of such Grantor or otherwise, without assent by such Grantor, to do any or all of the following, in each case after the occurrence and
during the continuance of an Event of Default and after written notice by the Collateral Agent of its intent to do so: 
 (i)
take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Account or with respect to any other Collateral and file any claim or take any other action or proceeding
in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any and all such moneys due under any Account or with respect to any other Collateral whenever payable; 







 (ii) in the case of any Intellectual Property, execute and deliver, and have recorded,
any and all agreements, instruments, documents and papers as the Collateral Agent may request to evidence the Collateral Agent’s and the Secured Parties’ Security Interest in such Intellectual Property and the goodwill and general
intangibles of such Grantor relating thereto or represented thereby; 
 (iii) pay or discharge taxes and Liens levied or
placed on or threatened against the Collateral; 
 (iv) execute, in connection with any sale provided for in Section 5.5,
any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; 
 (v) obtain and
adjust insurance required to be maintained by such Grantor pursuant to Section 9.3 of the Credit Agreement; 
 (vi)
direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct; 
 (vii) ask or demand for, collect and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due
at any time in respect of or arising out of any Collateral; 
 (viii) sign and endorse any invoices, freight or express bills,
bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral; 
 (ix) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the
Collateral or any portion thereof and to enforce any other right in respect of any Collateral; 
 (x) defend any suit, action
or proceeding brought against such Grantor with respect to any Collateral (with such Grantor’s consent to the extent such action or its resolution could materially affect such Grantor or any of its Affiliates in any manner other than with
respect to its continuing rights in such Collateral); 
 (xi) settle, compromise or adjust any such suit, action or proceeding
and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate (with such Grantor’s consent to the extent such action or its resolution could materially affect such Grantor or any of its Affiliates
in any manner other than with respect to its continuing rights in such Collateral); 







 (xii) assign any Copyright, Patent or Trademark (along with the goodwill of the business
to which any such Copyright, Patent or Trademark pertains), throughout the world for such term or terms, on such conditions, and in such manner, as the Collateral Agent shall in its sole discretion determine; and 
 (xiii) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and
completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent’s option and such Grantor’s expense, at any time, or from time to time, all acts and things that the Collateral
Agent deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent’s and the Secured Parties’ Security Interests therein and to effect the intent of this Security Agreement, all as fully and effectively as
such Grantor might do. 
 Anything in this Section 6.1(a) to the contrary notwithstanding, the Collateral Agent agrees that it will not exercise any
rights under the power of attorney provided for in this Section 6.1(a) unless an Event of Default shall have occurred and be continuing. 
 (b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with
such agreement. 
 (c) The expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this
Section 6.1, together with interest thereon at a rate per annum equal to the highest rate per annum at which interest would then be payable on any category of past due ABR Loans under the Credit Agreement, from the date of payment by the
Collateral Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Collateral Agent on demand. 
 (d)
Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Security Agreement are coupled with an interest and are irrevocable until this
Security Agreement is terminated and the Security Interests created hereby are released. 
 6.2 Duty of Collateral Agent. The
Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as the Collateral
Agent deals with similar property for its own account. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially
equal to that which the Collateral Agent accords its own property. Neither the Collateral Agent, any Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon
any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to 








 
take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent and the Secured Parties
hereunder are solely to protect the Collateral Agent’s and the Secured Parties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any Secured Party to exercise any such powers. The Collateral Agent and
the Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any
act or failure to act hereunder, except for their own gross negligence or willful misconduct. 
 6.3 Authority of Collateral Agent.
Each Grantor acknowledges that the rights and responsibilities of the Collateral Agent under this Security Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option,
voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Security Agreement shall, as between the Collateral Agent and the Secured Parties, be governed by the Credit Agreement, and by such
other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Grantors, the Collateral Agent shall be conclusively presumed to be acting as agent for the applicable Secured Parties with
full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority. 
 6.4 Security Interest Absolute. All rights of the Collateral Agent hereunder, the Security Interest and all obligations of the Grantors hereunder shall be absolute and unconditional. 
 6.5 Continuing Security Interest; Assignments Under the Credit Agreement; Release. 
 (a) This Security Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor and
the successors and assigns thereof and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all Obligations under the Credit Documents (other than
any contingent indemnity obligations not then due) and the obligations of each Grantor under this Security Agreement shall have been satisfied by payment in full, the Commitments shall be terminated and no Letters of Credit shall be outstanding (or
all such Letters of Credit shall have been Cash Collateralized), notwithstanding that from time to time during the term of the Credit Agreement and any Existing Secured Letter of Credit, Secured Cash Management Agreement and Secured Hedge Agreement
the Credit Parties may be free from any Obligations. 
 (b) A Subsidiary Grantor shall automatically be released from its obligations
hereunder if it ceases to be a Guarantor in accordance with Section 13.1 of the Credit Agreement. 
 (c) The Security Interest granted
hereby in any Collateral shall automatically be released (i) to the extent provided in Section 13.1 of the Credit Agreement and (ii) upon the effectiveness of any written consent to the release of the Security Interest granted hereby
in such 








 
Collateral pursuant to Section 13.1 of the Credit Agreement. Any such release in connection with any sale, transfer or other disposition of such
Collateral shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Lien and Security Interest created hereby. 
 (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Collateral 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. Any execution and delivery of documents pursuant to this Section 6.5 shall be without recourse to or warranty by the Collateral Agent. 
 6.6 Reinstatement. Each Grantor further agrees that, if any payment made by any Credit Party or other Person and applied to the Obligations is at
any time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, or the proceeds of Collateral are required to be returned by any Secured Party to such Credit
Party, its estate, trustee, receiver or any other party, including any Grantor, under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or repayment, any Lien or other Collateral securing
such liability shall be and remain in full force and effect, as fully as if such payment had never been made or, if prior thereto the Lien granted hereby or other Collateral securing such liability hereunder shall have been released or terminated by
virtue of such cancellation or surrender), such Lien or other Collateral shall be reinstated in full force and effect, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect any Lien or other
Collateral securing the obligations of any Grantor in respect of the amount of such payment. 
 7. Collateral Agent As Agent.

 (a) Credit Suisse, Cayman Islands Branch has been appointed to act as the Collateral Agent under the Credit Agreement, by the Lenders under
the Credit Agreement and, by their acceptance of the benefits hereof, the other Secured Parties. The Collateral Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising
any rights, and to take or refrain from taking any action (including the release or substitution of Collateral), solely in accordance with this Security Agreement and the Credit Agreement, provided that the Collateral Agent shall exercise, or
refrain from exercising, any remedies provided for in Section 5 in accordance with the instructions of Required Lenders. In furtherance of the foregoing provisions of this Section 7(a), each Secured Party, by its acceptance of the benefits
hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Agent for
the ratable benefit of the applicable Lenders and Secured Parties in accordance with the terms of this Section 7(a). 
 (b) The
Collateral Agent shall at all times be the same Person that is the Collateral Agent under the Credit Agreement. Written notice of resignation by the Collateral Agent pursuant to Section 12.9 of the Credit Agreement shall also constitute notice
of resignation as Collateral Agent under this Security Agreement; removal of the Collateral Agent shall also constitute 








 
removal under this Security Agreement; and appointment of a Collateral Agent pursuant to Section 12.9 of the Credit Agreement shall also constitute
appointment of a successor Collateral Agent under this Security Agreement. Upon the acceptance of any appointment as Collateral Agent under Section 12.9 of the Credit Agreement by a successor Collateral Agent, that successor Collateral Agent
shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Collateral Agent under this Security Agreement, and the retiring or removed Collateral Agent under this Security Agreement
shall promptly (i) transfer to such successor Collateral Agent all sums, securities and other items of Collateral held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the
duties of the successor Collateral Agent under this Security Agreement, and (ii) execute and deliver to such successor Collateral Agent or otherwise authorize the filing of such amendments to financing statements and take such other actions, as
may be necessary or appropriate in connection with the assignment to such successor Collateral Agent of the Security Interests created hereunder, whereupon such retiring or removed Collateral Agent shall be discharged from its duties and obligations
under this Security Agreement. After any retiring or removed Collateral Agent’s resignation or removal hereunder as Collateral Agent, the provisions of this Security Agreement shall inure to its benefit as to any actions taken or omitted to be
taken by it under this Security Agreement while it was Collateral Agent hereunder. 
 (c) The Collateral Agent shall not be deemed to have
any duty whatsoever with respect to any Secured Party that is a counterparty to a Secured Cash Management Agreement or Secured Hedge Agreement the obligations under which constitute Obligations, unless it shall have received written notice in form
and substance satisfactory to the Collateral Agent from a Grantor or any such Secured Party as to the existence and terms of the applicable Secured Cash Management Agreement or Secured Hedge Agreement. 
 8. Miscellaneous. 
 8.1 Amendments
in Writing. None of the terms or provisions of this Security Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the affected Grantor and the Collateral Agent in accordance with
Section 13.1 of the Credit Agreement. 
 8.2 Notices. All notices, requests and demands pursuant hereto shall be made in
accordance with Section 13.2 of the Credit Agreement. All communications and notices hereunder to any Subsidiary Grantor shall be given to it in care of the Company at the Company’s address set forth in Section 13.2 of the Credit
Agreement. 
 8.3 No Waiver by Course of Conduct; Cumulative Remedies. Neither the Collateral Agent nor any Secured Party shall by any
act (except by a written instrument pursuant to Section 8.1), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default or in any breach of any of
the terms and conditions hereof. No failure to exercise, nor any delay in exercising, on the part of the Collateral Agent or any other Secured Party, any right, power or privilege hereunder 








 
shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. A waiver by the Collateral Agent or any other Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that the
Collateral Agent or such other Secured Party would otherwise have on any future occasion. The rights, remedies, powers and privileges herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights
or remedies provided by law. 
 8.4 Enforcement Expenses; Indemnification. 
 (a) Each Grantor agrees to pay any and all reasonable out of pocket expenses (including all reasonable fees and disbursements of counsel) that may be paid
or incurred by any Secured Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Grantor
under this Security Agreement. 
 (b) Each Grantor agrees to pay, and to save the Collateral Agent and the Secured Parties harmless from, any
and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the
transactions contemplated by this Security Agreement. 
 (c) Each Grantor agrees to pay, and to save the Collateral Agent and the Secured
Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance
and administration of this Security Agreement to the extent the Company would be required to do so pursuant to Section 13.5 of the Credit Agreement. 
 (d) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Credit Documents. 
 8.5 Successors and Assigns. The provisions of this Security Agreement shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns permitted hereby, except that no Grantor may assign, transfer or delegate any of its rights or obligations under this Security Agreement without the prior written consent of the Collateral Agent except
pursuant to a transaction permitted by the Credit Agreement. 
 8.6 Counterparts. This Security Agreement may be executed by one or
more of the parties to this Security Agreement on any number of separate counterparts (including by facsimile or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A
set of the copies of this Security Agreement signed by all the parties shall be lodged with the Collateral Agent and the Company. 







 8.7 Severability. Any provision of this Security Agreement that is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable provisions. 
 8.8 Section Headings. The Section headings
used in this Security Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof. 
 8.9 Integration. This Security Agreement together with the other Credit Documents represents the agreement of each of the Grantors with respect to
the subject matter hereof and there are no promises, undertakings, representations or warranties by the Collateral Agent or any other Secured Party relative to the subject matter hereof not expressly set forth or referred to herein or in the other
Credit Documents. 
 8.10 GOVERNING LAW. THIS SECURITY AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
 8.11
Submission To Jurisdiction Waivers. Each party hereto hereby irrevocably and unconditionally: 
 (a) submits for itself
and its property in any legal action or proceeding relating to this Security Agreement and the other Credit Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general
jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof; 
 (b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have
to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; 
 (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified
mail (or any substantially similar form of mail), postage prepaid, to such Person at its address referred to in Section 8.2 or at such other address of which such Person shall have been notified pursuant thereto; 







 (d) agrees that nothing herein shall affect the right of any other party hereto (or any
Secured Party) to effect service of process in any other manner permitted by law or shall limit the right of any party hereto (or any Secured Party) to sue in any other jurisdiction; and 
 (e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding
referred to in this Section 8.11 any special, exemplary, punitive or consequential damages. 
 8.12 Acknowledgments. Each party
hereto hereby acknowledges that: 
 (a) it has been advised by counsel in the negotiation, execution and delivery of this
Security Agreement and the other Credit Documents to which it is a party; 
 (b) neither the Collateral Agent nor any other
Secured Party has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this Security Agreement or any of the other Credit Documents, and the relationship between the Grantors, on the one hand, and the
Collateral Agent and the other Secured Parties, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and 
 (c) no joint venture is created hereby or by the other Credit Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders and any other Secured Party or among the Grantors and the
Lenders and any other Secured Party. 
 8.13 Additional Grantors. Each Subsidiary of the Company that is required to become a party to
this Security Agreement pursuant to Section 9.11 of the Credit Agreement shall become a Grantor, with the same force and effect as if originally named as a Grantor herein, for all purposes of this Security Agreement upon execution and delivery
by such Subsidiary of a written supplement substantially in the form of Annex A hereto. The execution and delivery of any instrument adding an additional Grantor as a party to this Security Agreement 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 Security Agreement. 
 8.14 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS SECURITY AGREEMENT, ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN. 







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

			
	FIRST DATA CORPORATION, as Grantor
		
	By:	 	 /s/ Kimberly S. Patmore

	Name:	 	 Kimberly S. Patmore

	Title:	 	Executive Vice President and Chief Financial Officer
	
	The following entities, each as Grantor:
	ACHEX, INC.
	ATLANTIC BANKCARD PROPERTIES CORPORATION
	ATLANTIC STATES BANKCARD ASSOCATION, INC.
	B1 PTI SERVICES, INC.
	BANKCARD INVESTIGATIVE GROUP INC.
	BUSINESS OFFICE SERVICES, INC.
	BUYPASS INCO CORPORATION
	CALL INTERACTIVE HOLDINGS LLC
	CALLTELESERVICES, INC.
	CARDSERVICE DELAWARE, INC.
	CARDSERVICE INTERNATIONAL, INC.
	CESI HOLDINGS, INC.
	CIFS CORPORATION
	CIFS LLC
	CONCORD COMPUTING CORPORATION
	CONCORD CORPORATE SERVICES, INC.
	CONCORD EFS FINANCIAL SERVICES, INC.
	CONCORD EFS, INC.
	CONCORD EMERGING TECHNOLOGIES, INC.
	CONCORD EQUIPMENT SALES, INC.
	CONCORD FINANCIAL TECHNOLOGIES, INC.
	CONCORD NN, LLC
	CONCORD ONE, LLC
	CONCORD PAYMENT SERVICES, INC.
	CONCORD PROCESSING, INC.
	CONCORD TRANSACTION SERVICES, LLC










			
	CREDIT PERFORMANCE INC.
	CTS HOLDINGS, LLC
	CTS, INC.
	DDA PAYMENT SERVICES, LLC
	DW HOLDINGS, INC.
	EFTLOGIX, INC.
	EPSF CORPORATION
	FDC INTERNATIONAL INC.
	FDMS PARTNER, INC.
	FDR INTERACTIVE TECHNOLOGIES CORPORATION
	FDR IRELAND LIMITED
	FDR MISSOURI INC.
	FDR SIGNET INC.
	FDR SUBSIDIARY CORP.
	FIRST DATA FINANCIAL SRVICES, L.L.C.
	FIRST DATA AVIATION LLC
	FIRST DATA CARD SOLUTIONS, INC.
	FIRST DATA COMMERCIAL SERVICES HOLDINGS, INC.
	FIRST DATA COMMUNICATIONS CORPORATION
	FIRST DATA INTEGRATED SERVICES INC.
	FIRST DATA LATIN AMERICA INC.
	FIRST DATA MERCHANT SERVICES CORPORATION
	FIRST DATA MERCHANT SERVICES NORTHEAST, LLC
	FIRST DATA MERCHANT SERVICES SOUTEAST, L.L.C.
	FIRST DATA PITSSBURGH ALLIANCE PARTNER INC.
	FIRST DATA PS ACQUISITION INC.
	FIRST DATA REAL ESTATE HOLDINGS L.L.C.
	FIRST DATA RESOURCES, LLC
	FIRST DATA RETAIL ATM SERVICES L.P.
	FIRST DATA SECURE LLC
	FIRST DATA SOLUTIONS L.L.C.
	FIRST DATA TECHNOLOGIES, INC.
	FIRST DATA VOICE SERVICES
	FIRST DATA, L.L.C.
	FSM SERVICES INC.










			
	FUNDSXPRESS FINANCIAL NETWORK, INC.
	FUNDSXPRESS, INC.
	FX SECURITIES, INC.
	GIBBS MANAGEMENT GROUP, INC.
	GIFT CARD SERVICES, INC.
	H & F SERVICES, INC.
	ICVERIFY INC.
	IDLOGIX, INC.
	INITIAL MERCHANT SERVICES, LLC
	INSTANT CASH SERVICES, LLC
	INTELLIGENT RESULTS, INC.
	IPS INC.
	JOT, INC.
	LINKPOINT INTERNATIONAL, INC.
	LOYALTYCO LLC
	MAS INCO CORPORATION
	MAS OHIO CORPORATION
	NATIONAL PAYMENT SYSTEMS INC.
	NEW PAYMENT SERVICES, INC.
	NPSF CORPORATION
	PAYPOINT ELECTRONIC PAYMENT SYSTEMS, LLC
	PAYSYS INTERNATIONAL, INC.
	POS HOLDINGS, INC.
	QSAT FINANCIAL, LLC
	REMITCO LLC
	SIZE TECHNOLOGIES, INC.
	SOUTHERN TELECHECK, INC.
	STAR NETWORKS, INC.
	STAR PROCESSING, INC.
	STAR SYSTEMS ASSETS, INC.
	STAR SYSTEMS, INC.
	STAR SYSTEMS, LLC
	STRATEGIC INVESTMENT ALTERNATIVES LLC
	SY HOLDINGS, INC.
	TASQ CORPORATION
	TASQ TECHNOLOGY, INC.
	TELECHECK ACQUISITION LLC
	TELECHECK HOLDINGS, INC.
	TELECHECK INTERNATIONAL, INC.
	TRANSACTION SOLUTIONS HOLDINGS, INC.
	TRANSACTION SOLUTIONS, LLC
	UNIFIED MERCHANT SERVICES










			
	UNIFIED PARTNER, INC.
	VALUELINK, LLC
	VIRTUAL FINANCIAL SERVICES, LLC
	YCLIP, LLC
		
	By:	 	 /s/ Stanley J. Andersen

	Name:	 	Stanley J. Andersen
	Title:	 	Vice President and Assistant Secretary
	
	The following entities, each as Grantor:
	FIRST DATA CAPITAL, INC.
	FIRST DATA DIGITAL CERTIFICATES INC.
	GRATITUDE HOLDINGS LLC
	IPS HOLDINGS INC.
	SAGEBRUSH HOLDINGS INC.
	SAGETOWN HOLDINGS INC.
	SAGEVILLE HOLDINGS LLC
	SUREPAY REAL ESTATE HOLDINGS, INC.
	TECHNOLOGY SOLUTIONS INTERNATIONAL, INC.
	UNIBEX, LLC
		
	By:	 	 /s/ Stanley J. Andersen

	Name:	 	Stanley J. Andersen
	Title:	 	President
	
	FDFS HOLDINGS, LLC, as Grantor
		
	By:	 	 /s/ Kimberly S. Patmore

	Name:	 	Kimberly S. Patmore
	Title:	 	President
	
	EFS TRANSPORTATION SERVICES, INC., as Grantor
		
	By:	 	 /s/ Edward A. Labry III

	Name:	 	Edward A. Labry III
	Title:	 	President
	
	The following entities, each as Grantor:
	TELECHECK SERVICES, INC.
	TELECHECK ACQUISITION – MICHIGAN, LLC










			
	By:	 	 /s/ Brian V. Mooney

	Name:	 	Brian V. Mooney
	Title:	 	President
	
	FDR LIMITED, as Grantor
		
	By:	 	 /s/ David G. Yates

	Name:	 	David G. Yates
	Title:	 	Chief Executive Officer
	
	The following entities, each as Grantor:
	FIRST DATA PAYMENT SERVICES, LLC
	SHARED GLOBAL SYSTEMS, INC.
	TELECHECK PITTSBURGH/WEST VIRGINIA, INC.
		
	By:	 	 /s/ Jeffrey R. Billat

	Name:	 	Jeffrey R. Billat
	Title:	 	Vice President
	
	CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Collateral Agent
		
	By:	 	 /s/ William O’Daly

	Name:	 	William O’Daly
	Title:	 	Director
		
	By:	 	 /s/ Mikhail Faybusovich

	Name:	 	Mikhail Faybusovich
	Title:	 	Associate









 ANNEX A TO THE 
 SECURITY AGREEMENT 
 SUPPLEMENT NO. [    ] dated as of
[                    ], to the Security Agreement dated as of September 24, 2007 (the “Security Agreement”) among First Data
Corporation, a Delaware corporation (the “Company”), each subsidiary of the Company listed on Annex A thereto (each such subsidiary individually a “Subsidiary Grantor” and, collectively, the “Subsidiary
Grantors”; the Subsidiary Grantors and the Company are referred to collectively herein as the “Grantors”), Credit Suisse, Cayman Islands Branch, as collateral agent (in such capacity, the “Collateral
Agent”) under the Credit Agreement referred to below. 
 A. Reference is made to the Credit Agreement dated as of
September 24, 2007 (as modified and supplemented and in effect from time to time, the “Credit Agreement”) among the Company, the lenders or other financial institutions or entities from time to time parties thereto (the
“Lenders”) and the Administrative Agent. 
 B. Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to such terms in the Security Agreement. 
 C. The Grantors have entered into the Security Agreement in order to induce the
Administrative Agent, the Collateral Agent, the Lenders and the Letter of Credit Issuer to enter into the Credit Agreement and to induce the respective Lenders and the Letter of Credit Issuer to make their respective Extensions of Credit to the
Company under the Credit Agreement, to induce one or more Cash Management Banks and Hedge Banks to enter into Secured Cash Management Agreements and Secured Hedge Agreements with the Company and/or its Subsidiaries and to induce the Existing Secured
Letter of Credit Issuers to continue the Existing Secured Letters of Credit. 
 D. Section 9.11 of the Credit Agreement and
Section 8.13 of the Security Agreement provide that each Subsidiary of the Company that is required to become a party to the Security Agreement pursuant to Section 9.11 of the Credit Agreement shall become a Grantor, with the same force
and effect as if originally named as a Grantor therein, for all purposes of the Security Agreement upon execution and delivery by such Subsidiary of an instrument in the form of this Supplement. Each undersigned Subsidiary (each a “New
Grantor”) is executing this Supplement in accordance with the requirements of the Security Agreement to become a Subsidiary Grantor under the Security Agreement in order to induce the Lenders and the Letter of Credit Issuer to make
additional Extensions of Credit and as consideration for Extensions of Credit previously made. 
 Accordingly, the Collateral Agent and the
New Grantors agree as follows: 
 SECTION 1. In accordance with Section 8.13 of the Security Agreement, each New Grantor by its signature
below becomes a Grantor under the Security Agreement with the same force and effect as if originally named therein as a Grantor and each New Grantor hereby (a) agrees to all the terms and provisions of the Security Agreement applicable to it as
a Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor thereunder are true and correct on and as of the date hereof. In furtherance of the foregoing, 








 
each New Grantor, as security for the payment and performance in full of the Obligations, does hereby bargain, sell, convey, assign, set over, mortgage,
pledge, hypothecate and transfer to the Collateral Agent for the benefit of the Secured Parties, and hereby grants to the Collateral Agent for the benefit of the Secured Parties, a Security Interest in all of the Collateral of such New Grantor, in
each case whether now or hereafter existing or in which it now has or hereafter acquires an interest. Each reference to a “Grantor” in the Security Agreement shall be deemed to include each New Grantor. The Security Agreement is hereby
incorporated herein by reference. 
 SECTION 2. Each New Grantor represents and warrants to the Collateral 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, subject to the effects of bankruptcy, insolvency or
similar laws affecting creditors’ rights generally and general equitable principles. 
 SECTION 3. This Supplement may be executed by
one or more of the parties to this Supplement on any number of separate counterparts (including by facsimile or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A
set of the copies of this Supplement signed by all the parties shall be lodged with the Collateral Agent and the Company. This Supplement shall become effective as to each New Grantor when the Collateral Agent shall have received counterparts of
this Supplement that, when taken together, bear the signatures of such New Grantor and the Collateral Agent. 
 SECTION 4. Such New Grantor
hereby represents and warrants that (a) set forth on Schedule I hereto is (i) the legal name of such New Grantor, (ii) the jurisdiction of incorporation or organization of such New Grantor, (iii) the identity or type of
organization or corporate structure of such New Grantor (iv) the Federal Taxpayer Identification Number and organizational number of such New Grantor and (v) the true and correct location of the chief executive office and principal place
of business and any office in which it maintains books of records relating to Collateral owned by it and (b) as of the date hereof (i) Schedule II hereto lists all of each New Grantor’s Copyright Licenses, (ii) Schedule III
hereto lists in all material respects all of each New Grantor’s registered Copyrights (and all applications therefor), (iii) Schedule IV hereto lists all of each New Grantor’s Patent Licenses, (iv) Schedule V hereto lists in all
material respects all of each New Grantor’s Patents (and all applications therefor), (v) Schedule VI hereto lists all of each New Grantor’s Trademark Licenses and (vi) Schedule VII hereto lists in all material respects all of
each New Grantor’s registered Trademarks (and all applications therefor). 
 SECTION 5. Except as expressly supplemented hereby, the
Security Agreement shall remain in full force and effect. 
 SECTION 6. THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 SECTION 7.
Any provision of this Supplement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition 








 
or unenforceability without invalidating the remaining provisions hereof and in the Security Agreement, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the
economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 
 SECTION 8. All notices,
requests and demands pursuant hereto shall be made in accordance with Section 13.2 of the Credit Agreement. All communications and notices hereunder to each New Grantor shall be given to it in care of the Company at the Company’s address
set forth in Section 13.2 of the Credit Agreement. 







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

			
	[NAME OF NEW GRANTOR]
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Collateral Agent
		
	By:	 	  

	Name:	 	
	Title: