EX-10.19





 Exhibit 10.19 

 
  

SECURITY AGREEMENT 
 dated as of

 January 29, 2020 
 among

 THE GRANTORS IDENTIFIED HEREIN 

and 
 CITIBANK, N.A., 

as Collateral 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	  	 	4	 
	 Section 2.02.
	 	Delivery of the Pledged Securities	  	 	5	 
	 Section 2.03.
	 	Representations, Warranties and Covenants	  	 	6	 
	 Section 2.04.
	 	Certification of Limited Liability Company and Limited Partnership Interests	  	 	8	 
	 Section 2.05.
	 	Registration in Nominee Name; Denominations	  	 	8	 
	 Section 2.06.
	 	Voting Rights; Dividends and Interest	  	 	8	 
		
	ARTICLE III	  	 	 
	SECURITY INTERESTS IN PERSONAL PROPERTY	  	 	 
			
	 Section 3.01.
	 	Security Interest	  	 	10	 
	 Section 3.02.
	 	Representations and Warranties	  	 	12	 
	 Section 3.03.
	 	Covenants	  	 	14	 
		
	ARTICLE IV	  	 	 
	REMEDIES	  	 	 
			
	 Section 4.01.
	 	Remedies Upon Default	  	 	17	 
	 Section 4.02.
	 	Application of Proceeds	  	 	19	 
	 Section 4.03.
	 	Grant of License to Use Intellectual Property	  	 	19	 
		
	ARTICLE V	  	 	 
	SUBORDINATION	  	 	 
			
	 Section 5.01.
	 	Subordination	  	 	20	 
		
	ARTICLE VI	  	 	 
	MISCELLANEOUS	  	 	 
			
	 Section 6.01.
	 	Notices	  	 	20	 
	 Section 6.02.
	 	Waivers; Amendment	  	 	21	 
	 Section 6.03.
	 	Collateral Agent’s Fees and Expenses; Indemnification	  	 	21	 
	 Section 6.04.
	 	Successors and Assigns	  	 	21	 
	 Section 6.05.
	 	Survival of Agreement	  	 	22	 
	 Section 6.06.
	 	Counterparts; Effectiveness; Several Agreement	  	 	22	 


  
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	 Section 6.07.
	 	Severability	  	 	22	 
	 Section 6.08.
	 	Governing Law; Jurisdiction; Venue; Waiver of Jury Trial; Consent to Service of Process	  	 	22	 
	 Section 6.09.
	 	Headings	  	 	22	 
	 Section 6.10.
	 	Security Interest Absolute	  	 	23	 
	 Section 6.11.
	 	Termination or Release	  	 	23	 
	 Section 6.12.
	 	Additional Grantors	  	 	24	 
	 Section 6.13.
	 	Collateral Agent Appointed Attorney-in-Fact	  	 	25	 
	 Section 6.14.
	 	General Authority of the Collateral Agent	  	 	25	 
	 Section 6.15.
	 	Reasonable Care	  	 	26	 
	 Section 6.16.
	 	Delegation; Limitation	  	 	26	 
	 Section 6.17.
	 	Reinstatement	  	 	26	 
	 Section 6.18.
	 	Miscellaneous	  	 	26	 
	 Section 6.19.
	 	Intercreditor Agreements	  	 	26	 
	 Section 6.20.
	 	Foreign Grantor	  	 	26	 
	 Section 6.21.
	 	Grantors Remain Liable	  	 	27	 

 Schedules 
  

			
	Schedule I	  	Subsidiary Parties
	Schedule II	  	Pledged Equity and Pledged Debt

 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


  
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 SECURITY AGREEMENT dated as of January 29, 2020, among the Grantors (as defined below)
and Citibank, N.A., as Collateral Agent for the Secured Parties (in such capacity, together with its successors and assigns, the “Collateral Agent”). 

Reference is made to the Credit Agreement dated as of January 29, 2020 (as amended, restated, amended and restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”), among Buzz BidCo L.L.C., a Delaware limited liability company (“Holdings”), Buzz Merger Sub Ltd., an exempted company incorporated with limited
liability under the laws of Bermuda (the “Lead Borrower”), Buzz Finco L.L.C., a Delaware limited liability company (the “Other Borrower Party” and, collectively with the Lead Borrower, the
“Borrowers” and each, a “Borrower”), the other Guarantors party thereto from time to time, Citibank, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer and each lender from time to
time party thereto (collectively, the “Lenders” and individually, a “Lender”). The Lenders have agreed to extend credit to the Borrowers subject to the terms and conditions set forth in the Credit Agreement. The
obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Holdings and the Subsidiary Parties are affiliates of the Borrowers, will derive substantial benefits from the
extension of credit to the Borrowers pursuant to the Credit Agreement, and are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows: 

ARTICLE I 

Definitions 

Section 1.01. Credit Agreement. 

(a) Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Credit Agreement. All terms
defined in the UCC (as defined herein) and not defined in this Agreement have the meanings specified therein; the term “instrument” shall have the meaning specified in Article 9 of the UCC. 

(b) The rules of construction specified in Article I of the Credit Agreement also apply to this Agreement. 

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. 
 “Accounts” has the meaning specified in Article 9 of the UCC. 

“Agreement” means this Security Agreement, as amended, restated, amended and restated, supplemented or otherwise modified
from time to time. 
 “Article 9 Collateral” has the meaning assigned to such term in Section 3.01(a). 

  
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 “Borrower” and “Borrowers” have the meaning assigned to
such terms in the recitals of this Agreement. 
 “Collateral” means the Article 9 Collateral and the Pledged Collateral.

 “Collateral Agent” has the meaning assigned to such term in the recitals of this Agreement. 

“Copyright License” means any written agreement, now or hereafter in effect, granting any right to any third party, by a
Grantor, 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, and all rights of such
Grantor under any such agreement. 
 “Copyrights” means all of the following now owned or hereafter acquired by any
Grantor: (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, including registrations, recordings, supplemental registrations and pending applications for registration in the USCO. 

“Credit Agreement” has the meaning assigned to such term in the recitals of this Agreement. 

“Foreign Grantor” means Buzz Merger Sub Ltd. and any Subsidiary that becomes party to this Agreement as a Foreign Grantor
pursuant to Section 6.12. 
 “General Intangibles” has the meaning specified in Article 9 of the UCC. 

“Grantor” means each Loan Party organized in the United States that is a party hereto, and each Loan Party organized in the
United States that becomes a party to this Agreement after the Closing Date. 
 “Intellectual Property” means all
intellectual and similar property of every kind and nature now owned or hereafter acquired by any Grantor, (i) including inventions, designs, Patents, Copyrights, Licenses, Trademarks, trade secrets, the intellectual property rights in software
and databases and related documentation and all additions and improvements to the foregoing and (ii) together with any and all (x) renewals, extensions, supplements and continuations of the foregoing, (y) income, fees, royalties,
damages, claims and payments now and hereafter due and/or payable thereunder or with respect to the foregoing, including damages and payments for past, present or future infringements, misappropriations or other violations thereof and
(z) rights to sue for past, present and future infringements, misappropriations or other violations 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. 

“Lenders” has the meaning assigned to such term in the recitals of this Agreement. 

  
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 “License” means any (i) Patent License, (ii) Trademark License,
(iii) Copyright License or other Intellectual Property license or sublicense agreement to which any Grantor is a party, together with any and all (x) renewals, extensions, supplements and continuations thereof, (y) income, fees,
royalties, damages, claims and payments now and hereafter due and/or payable thereunder or with respect thereto including damages and payments for past, present or future infringements, misappropriations or other violations thereof, and
(z) rights to sue for past, present and future infringements, misappropriations or other violations thereof. 
 “Patent
License” means any written agreement, now or hereafter in effect, granting to any third party, by a Grantor, 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, is in existence, and all rights of any Grantor under any such agreement.

 “Patents” means all of the following now owned or hereafter acquired by any Grantor: (a) all letters Patent of the
United States or any other country in or to which any Grantor 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 any other country,
including registrations, recordings and pending applications in the USPTO, and (b) all reissues, continuations, divisions, continuations-in-part, renewals,
improvements or extensions thereof, and the inventions disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed therein. 

“Perfection Certificate” means a certificate substantially in the form of Exhibit H to the Credit Agreement, completed and
supplemented with the schedules and attachments contemplated thereby, and duly executed by a Responsible Officer of each of the Grantors. 

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

 “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 the Pledged Equity and Pledged Debt. 

“Secured Approved Counterparty” means an Approved Counterparty party to a Secured Hedge Agreement or Treasury Services
Agreement. 
 “Secured Obligations” means the “Obligations” (as defined in the Credit Agreement). 

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

  
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 “Security Interest” has the meaning assigned to such term in
Section 3.01. 
 “Subsidiary Parties” means (a) the Restricted Subsidiaries identified on Schedule I and
(b) each other Restricted Subsidiary that becomes a party to this Agreement as a Subsidiary Party after the Closing Date. 

“Trademark License” means any written agreement, now or hereafter in effect, granting to any third party, by a Grantor, 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 now or hereafter owned by any third party, and all rights of any
Grantor under any such agreement. 
 “Trademarks” means all of the following now owned or hereafter acquired by any
Grantor: (a) all trademarks, service marks, trade names, corporate names, trade dress, domain names, logos, designs, fictitious business names and other source or business identifiers, now existing or hereafter adopted or acquired, 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 other country or State of the
United States or any political subdivision thereof, and all extensions or renewals thereof, as well as any unregistered trademarks and service marks used by a Grantor and (b) all goodwill connected with the use of and symbolized thereby. 

“UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York; provided that, if
perfection or the effect of perfection or non-perfection or the priority of the 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, “UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or
non-perfection or priority. 
 “U.S. Collateral” has the meaning assigned to such
term in Section 6.20. 
 “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 or performance, as the case may be, in full of the Secured Obligations,
including the Guaranty, each of the Grantors and Foreign Grantors, as applicable, hereby assigns and pledges 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 such Grantors’ and Foreign Grantor’s right, title and interest in, to and under, as applicable: 

  
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 (i) all Equity Interests held by it, including those that are listed on
Schedule II, and any other Equity Interests obtained in the future by such Grantor or Foreign Grantor, as applicable, and the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the
Pledged Equity shall not include Excluded Assets; 
 (ii) (A) the debt securities owned by it, including those listed
opposite the name of such Grantor on Schedule II, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing Indebtedness owed to it or obtained in the future by such
Grantor (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Assets; 

(iii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this
Section 2.01 and Section 2.02; 
 (iv) subject to Section 2.06, all payments of principal or interest,
dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in
clauses (i) and (ii) above; 
 (v) subject to Section 2.06, all rights and privileges of such Grantor with respect
to the securities and other property referred to in clauses (i), (ii), (iii) and (iv) above (or with respect to a Foreign Grantor, all rights and privileges of such Foreign Grantor with respect to the securities and other property referred to
in clauses (i), (iii) and (iv) above); and 
 (vi) all Proceeds of any of the foregoing 

(the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”).

 TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or
incidental thereto, unto the Collateral Agent, 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 Securities. 

(a) Each Grantor and Foreign Grantor, as applicable, agrees promptly (but in any event with respect to Pledged Certificated Securities owned on
the Closing Date, within the time period and subject to the conditions set forth in Section 4.01 of the Credit Agreement and in the case of Pledged Securities obtained after the date hereof, within 60 days after receipt by such Grantor or such
longer period as the Collateral Agent may agree in its reasonable discretion) to deliver or cause to be delivered to the Collateral Agent, for the benefit of the Secured Parties, any and all (i) Pledged Equity constituting Pledged Certificated
Securities and (ii) to the extent required to be delivered pursuant to paragraph (b) of this Section 2.02, Pledged Debt constituting Pledged Certificated Securities. 

(b) Each Grantor will cause any Indebtedness for borrowed money having an aggregate principal amount in excess of $10,000,000 owed to such
Grantor by any Person that is evidenced by a duly executed promissory note to be pledged and delivered to the Collateral Agent (except to the extent already represented by and superseded by the Intercompany Note delivered to the Collateral Agent),
for the benefit of the Secured Parties, pursuant to the terms hereof. 

  
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 (c) Upon delivery to the Collateral Agent, any Pledged Certificated Securities shall be
accompanied by undated stock or security powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request
(subject to the Collateral and Guarantee Requirement). Each delivery of Pledged Certificated Securities shall be accompanied by a schedule describing the Pledged Certificated Securities, which schedule shall be deemed to supplement Schedule II and
made a part hereof; provided that failure to supplement Schedule II 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. Each Grantor and Foreign Grantor represents, warrants and covenants to
and with the Collateral Agent, for the benefit of the Secured Parties, that: 
 (a) as of the date hereof, Schedule II sets forth all Equity
Interests owned by such Grantor or Foreign Grantor (in any Loan Party organized in the United States), as applicable, required to be pledged by such Grantor or Foreign Grantor, as applicable, hereunder in order to satisfy the Collateral and
Guarantee Requirement 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 such Grantor or Foreign Grantor, as applicable, and all Pledged Debt
owned by such Grantor; 
 (b) the Pledged Equity and Pledged Debt issued by such Grantor and the Pledged Equity issued by such Foreign
Grantor have been duly and validly authorized and issued by the issuers thereof and, in the case of the Pledged Equity, are fully paid and nonassessable (to the extent such concept is applicable), and in the case of the Pledged Debt, are legal,
valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditors’ rights generally; 

(c) except for the security interests granted hereunder, such Grantor or such Foreign Grantor, as applicable, (i) is, subject to any
transfers made in compliance with the Credit Agreement, the direct owner, beneficially and of record, of the Pledged Equity and Pledged Debt indicated on Schedule II, (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 of the Credit Agreement, and (iii) if requested by the Collateral Agent, 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 (i) imposed or permitted by the Loan Documents or securities laws generally and (ii) in the case of Pledged Equity of Persons that are not Subsidiaries, transfer restrictions that exist at the time
of acquisition of Equity Interests in such Persons, the Pledged Collateral is freely transferable and assignable, and none of the Pledged Collateral is subject to any option, right of first refusal, shareholders agreement, charter or by-law 

  
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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 Collateral Agent of rights and remedies hereunder; 

(e) the execution and performance by the Grantors and Foreign Grantors of this Agreement are within each Grantor’s and Foreign
Grantor’s corporate, limited liability company or limited partnership powers and have been duly authorized by all necessary corporate, limited liability company or limited partnership action or other organizational action; 

(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, except for (i) filings and registrations necessary to perfect the Liens on the Collateral granted by the Grantors or Foreign Grantors, as applicable, in favor of the Collateral Agent for the benefit of the Secured
Parties and (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect (except to the extent not required to be obtained, taken,
given, or made or to be in full force and effect pursuant to the Collateral and Guarantee Requirement); 
 (g) by virtue of the execution and
delivery by each Grantor and Foreign Grantor, as applicable, of this Agreement, and delivery of the Pledged Certificated Securities in accordance with this Agreement to and continued possession by the Collateral Agent in the State of New York, the
Collateral Agent for the benefit of the Secured Parties has a legal, valid and perfected lien upon and security interest in such Pledged Securities as security for the payment and performance of the Secured Obligations to the extent such perfection
is governed by the UCC, subject only to Liens permitted by Section 7.01 of the Credit Agreement; and 
 (h) the pledge effected hereby
is effective to vest in the Collateral Agent, for the benefit of the Secured Parties, the rights of a secured party in the Pledged Collateral to the extent intended hereby. 

Subject to the terms of this Agreement, each Grantor and Foreign Grantor hereby agrees that upon the occurrence and during the continuance of
an Event of Default, it will comply with instructions of the Collateral Agent with respect to the Equity Interests in such Grantor or Foreign Grantor, as applicable, that constitute Pledged Equity hereunder that are not certificated without further
consent by the applicable owner or holder of such Equity Interests. 
 Notwithstanding anything to the contrary in this Agreement, to the
extent any provision of this Agreement or the Credit Agreement excludes any assets from the scope of the Pledged Collateral, or from any requirement to take any action to perfect any security interest in favor of the Collateral Agent for the benefit
of the Secured Parties in the Pledged Collateral, the representations, warranties and covenants made by any relevant Grantor in this Agreement with respect to the creation, perfection or priority (as applicable) of the security interest granted in
favor of the Collateral Agent for the benefit of the Secured Parties (including, without limitation, this Section 2.03) shall be deemed not to apply to such excluded assets. 

  
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 Section 2.04. Certification of Limited Liability Company and Limited Partnership
Interests. No interest in any limited liability company or limited partnership controlled by any Grantor or Foreign Grantor, as applicable, that constitutes Pledged Equity shall be represented by a certificate unless (i) the limited
liability company agreement or partnership agreement expressly provides that such interests shall be a “security” within the meaning of Article 8 of the UCC of the applicable jurisdiction, and (ii) such certificate shall be delivered
to the Collateral Agent in accordance with Section 2.02. Any limited liability company and any limited partnership controlled by any Grantor or Foreign Grantor shall either (a) not include in its operative documents any provision that any
Equity Interests in such limited liability company or such limited partnership be a “security” as defined under Article 8 of the UCC or (b) certificate any Equity Interests in any such limited liability company or such limited
partnership. To the extent an interest in any limited liability company or limited partnership controlled by any Grantor or Foreign Grantor and pledged under Section 2.01 is certificated or becomes certificated, (i) each such certificate
shall be delivered to the Collateral Agent, pursuant to Section 2.02(a) and (ii) such Grantor or Foreign 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 have occurred and be continuing and the
Collateral Agent shall have given the Lead Borrower at least one (1) Business Day’s prior written notice of its intent to exercise such rights, (a) the Collateral Agent, on behalf of the Secured Parties, shall have the right 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 or Foreign Grantor, endorsed or assigned in blank or in favor of
the Collateral Agent and each Grantor or Foreign Grantor, as applicable, will promptly give to the Collateral Agent copies of any written notices or other written communications received by it with respect to Pledged Equity registered in the name of
such Grantor or Foreign Grantor, as applicable, and (b) the Collateral 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, to the extent not prohibited by the documentation governing such Pledged Securities and applicable Laws. 

Section 2.06. Voting Rights; Dividends and Interest. 

(a) Unless and until an Event of Default shall have occurred and be continuing and the Collateral Agent shall have provided at least one
(1) Business Day’s prior written notice to the Lead Borrower that the rights of the Grantors under this Section 2.06 are being suspended: 

(i) Each Grantor and Foreign 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 and each Grantor and Foreign Grantor agrees that it shall exercise such rights for purposes consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents.

 (ii) The Collateral Agent shall promptly (after reasonable advance notice by such Grantor or Foreign Grantor) execute and
deliver to each Grantor or Foreign Grantor, as applicable, or cause to be executed and delivered to such Grantor or Foreign Grantor, as applicable, all such proxies, powers of attorney and other instruments as such Grantor or Foreign Grantor may
reasonably request for the purpose of enabling such Grantor or Foreign Grantor, as applicable, to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above. 

  
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 (iii) Each Grantor and Foreign 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 noncash 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 or Foreign Grantor, as applicable, shall not be commingled by such Grantor or Foreign 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
Collateral Agent and the Secured Parties and shall be delivered to the Collateral Agent pursuant to Section 2.02(a) and in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent). So long as no
Default or Event of Default has occurred and is continuing, the Collateral Agent shall promptly deliver to each Grantor or Foreign Grantor, as applicable, any Pledged Securities in its possession if requested to be delivered to the issuer thereof in
connection with any exchange or redemption of such Pledged Securities permitted by the Credit Agreement in accordance with this Section 2.06(a)(iii). 

(b) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified the Borrowers of the
suspension of the Grantors’ or Foreign Grantor’s rights under paragraph (a)(iii) of this Section 2.06, then all rights of any Grantor or Foreign Grantor, as applicable, to dividends, interest, principal or other distributions that
such Grantor or Foreign Grantor, as applicable, 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 Collateral Agent, which shall have the sole and
exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor or Foreign Grantor contrary to the provisions of this
Section 2.06 shall be held in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such Grantor or Foreign Grantor, as applicable, and shall be promptly (and in any event within 10 days or such
longer period as the Collateral Agent may agree in its reasonable discretion) delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent). Any and all
money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such
money or other property and shall, subject to any applicable Intercreditor Agreement, be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived and the Borrowers have delivered to the
Collateral Agent a certificate of a Responsible Officer of each of the Borrowers to that effect, the Collateral 

  
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Agent shall promptly repay to each Grantor or Foreign Grantor, as applicable, (without interest) all dividends, interest, principal or other distributions that such Grantor or Foreign Grantor, as
applicable, would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account. 

(c) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have provided the Borrowers with
notice of the suspension of its rights under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor or Foreign 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 Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Collateral 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 Collateral Agent shall have the right from time to time following and during the
continuance of an Event of Default to permit the Grantors or Foreign Grantor to exercise such rights. After all Events of Default have been cured or waived and the Borrowers have delivered to the Collateral Agent a certificate of a Responsible
Officer of each of the Borrowers to that effect, each Grantor or Foreign Grantor, as applicable, shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor or Foreign Grantor, as applicable, would
otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) above, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 2.06 shall be reinstated. 

(d) Any notice given by the Collateral Agent to the Borrowers under Section 2.05 or Section 2.06 (i) shall be given in writing,
(ii) may be given with respect to one or more Grantors or Foreign Grantor, as applicable, at the same or different times and (iii) may suspend the rights of the Grantors or Foreign Grantor, as applicable, under paragraph (a)(i) or
paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Collateral Agent’s rights to give
additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing. 

ARTICLE III 

Security Interests in Personal Property 

Section 3.01. Security Interest. 

(a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor
hereby assigns and pledges 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 (the “Security Interest”) in, all
right, title or 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; 

  
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 (iii) all Documents; 

(iv) all Equipment; 

(v) all General Intangibles; 

(vi) all Goods; 

(vii) all Instruments; 

(viii) all Inventory; 

(ix) all Investment Property; 

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

(xi) all Fixtures; 

(xii) all Letter-of-Credit Rights but only to
the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement; 

(xiii) all Intellectual Property; 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, (i) this Agreement shall not constitute a grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets and (ii) this Agreement
shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect to the Borrowers and all Proceeds thereof owned by it and pledged
pursuant to Section 2.01. 
 (b) Subject to Section 3.01(e), each Grantor and each Foreign Grantor hereby irrevocably authorizes
the Collateral Agent 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 with respect to the Collateral or any part thereof and amendments thereto that
(i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or Foreign Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and
(ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor of Foreign Grantor is an
organization, the type of organization and, if required, any organizational identification number issued to such Grantor or Foreign Grantor. Each Grantor and each Foreign Grantor agrees to provide such information to the Collateral Agent promptly
upon any reasonable request. 

  
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 (c) The Security Interest is 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 Article 9 Collateral. 

(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents executed by each Grantor
which shall be executed by each Grantor upon reasonable request of the Collateral Agent as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each
Grantor in which a security interest has been granted by each Grantor and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any
non-United States jurisdiction. 
 (e) Notwithstanding anything to the contrary in the Loan
Documents, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other
than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the
Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or
(D) other methods expressly provided herein, (ii) to enter into any deposit account control agreement, securities account control agreement or any other control agreement with respect to any deposit account, securities account or any other
Collateral that requires perfection by “control”, (iii) to take any action (other than the actions listed in clauses (i)(A) and (C) above) with respect to any assets located outside of the United States, (iv) to perfect in any
assets subject to a certificate of title statute or (v) to deliver any Equity Interests except as expressly provided in Section 2.01, Section 2.02 or Section 2.04. 

Section 3.02. Representations and Warranties. Each Grantor jointly and severally represents and warrants, as to itself and the
other Grantors, to the Collateral Agent and the Secured Parties that: 
 (a) Subject to Liens permitted by Section 7.01 of the Credit
Agreement, each Grantor has good and valid rights in and title (except as otherwise permitted by the Loan Documents) to the Article 9 Collateral with respect to which it has purported to grant a Security Interest hereunder and has full power and
authority to grant to the Collateral 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 (after giving effect to any anti-assignment provisions in the UCC or similar Law) other than any consent or approval that has been obtained and those consents or approvals, the failure of which to be obtained or to be made could not
reasonably be expected to have a Material Adverse Effect. 

  
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 (b) The Perfection Certificate has been duly prepared, completed and executed and the
information set forth therein is correct and complete in all material respects (except the information therein with respect to the exact legal name of each Grantor shall be correct and complete in all respects) as of the Closing Date. Subject to
Section 3.01(e), the UCC financing statements or other appropriate filings, recordings or registrations prepared by the Collateral Agent based upon the information provided to the Collateral Agent in the Perfection Certificate for filing in the
applicable filing office (or specified by notice from the Lead Borrower to the Collateral 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 registered or issued, or applied for, United States Patents, Trademarks and Copyrights and exclusive licenses of United States registered Copyright), in each case, as 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 Collateral 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 pursuant to the UCC, and no
further or subsequent filing, re-filing, recording, rerecording, registration or re-registration 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 on the date hereof that
(i) short-form Intellectual Property Security Agreements containing a description of all Article 9 Collateral consisting of United States issued Patents (and Patents for which United States registration applications are pending), United States
registered Trademarks (and Trademarks for which United States registration applications are pending) and United States registered Copyrights and exclusive licenses of United States registered Copyrights, respectively (other than, in each case, any
Excluded Assets), have been executed by the applicable Grantor owning any such Article 9 Collateral and have been delivered to the Collateral Agent for recording with 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, (for the benefit of the Secured Parties) in respect of all Article 9 Collateral consisting of United States registrations and/or applications for Patents, Trademarks and Copyrights
and exclusive licenses of United States registered Copyrights and (ii) to the extent a security interest may be perfected by filing, recording or registration in the USPTO or USCO under the federal intellectual property laws, then the recording
of such short form Intellectual Property Security Agreements with the USPTO and the USCO will be sufficient to establish a legal, valid and perfected security interest in favor of the Collateral Agent, for the benefit of the Secured Parties, in all
such Article 9 Collateral and no further or subsequent filing, re-filing, recording, rerecording, registration or re-registration 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 registered or issued, or applied for, United States Patents, Trademarks and Copyrights and exclusive licenses of United
States registered Copyrights acquired or developed by any Grantor after the date hereof and (ii) 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 and
performance of the Secured 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 UCC and (iii) subject to the filings described in Section


  
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3.02(c), a security interest that shall be perfected in all Article 9 Collateral in which a security interest may be perfected upon the receipt and recording of an Intellectual Property Security
Agreement with the USPTO and the USCO, as applicable, within the three-month period after the date hereof pursuant to 35 U.S.C. § 261 or 15 U.S.C. § 1060 or the one-month period after the date hereof
pursuant to 17 U.S.C. § 205. The Security Interest is and shall be prior to any other Lien on any of the Article 9 Collateral, other than any Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement. 

(e) The Article 9 Collateral is held 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 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 or (iii) 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 filings contemplated hereby, Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement and assignments permitted or not prohibited by the Credit Agreement. 

Section 3.03. Covenants. 

(a) The Lead Borrower agrees to notify the Collateral Agent in writing promptly, but in any event within 60 days (or such longer period as the
Collateral Agent may agree in its reasonable discretion), after any change in (i) the legal name of any Grantor or Foreign Grantor, (ii) the identity or type of organization or corporate structure of any Grantor or Foreign Grantor or
(iii) the jurisdiction of organization of any Grantor or Foreign Grantor. Each Grantor or Foreign Grantor, as applicable, agrees to promptly provide the Collateral Agent, upon its reasonable request, the certified Organizational Documents
reflecting any of the changes in the preceding sentence. 
 (b) Subject to the Collateral and Guarantee Requirement, Section 3.01(e) and
Section 3.03(f)(iv), each Grantor shall, at its own expense, upon the reasonable request of the Collateral Agent, use commercially reasonable efforts necessary to defend title to the Article 9 Collateral against all Persons and to defend the
Security Interest of the Collateral Agent in the Article 9 Collateral and the priority thereof against any Lien not expressly permitted pursuant to Section 7.01 of the Credit Agreement; provided that, nothing in this Agreement shall
prevent any Grantor from discontinuing the operation or maintenance of any of its assets or properties if such discontinuance is not prohibited by the Credit Agreement. 

(c) Subject to the Collateral and Guarantee Requirement and Section 3.01(e), each Grantor agrees, at its own expense, to execute,
acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions as the Collateral 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


  
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Interest and the filing of any financing statements or other documents in connection herewith or therewith. If any amount payable under or in connection with any of the Article 9 Collateral that
is in excess of $10,000,000 shall be or become evidenced by any promissory note, other instrument or debt security, such note, instrument or debt security shall be promptly (and in any event within 60 days of its acquisition or such longer period as
the Collateral Agent may agree in its reasonable discretion) pledged and delivered to the Collateral Agent, for the benefit of the Secured Parties, duly endorsed in a manner reasonably satisfactory to the Collateral Agent. 

(d) At its option, after the occurrence and during the continuance of an Event of Default, the Collateral 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 or any other Loan Document and within a reasonable period of time after the Collateral Agent has requested that it do so, and each
Grantor jointly and severally agrees to reimburse the Collateral Agent within 10 Business Days after demand for any payment made or any reasonable expense incurred by the Collateral Agent pursuant to the foregoing authorization; provided,
however, the Grantors shall not be obligated to reimburse the Collateral Agent with respect to any 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(f)(iv). Nothing in this paragraph shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Collateral Agent or any Secured Party to cure or perform, any covenants or
other promises of any Grantor with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Loan Documents. 

(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 $10,000,000 to secure payment and performance of an Account, such Grantor shall, subject to any applicable Intercreditor Agreement, promptly (but in any event within 60 days after such action by such Grantor or such longer period as the
Collateral Agent may agree in its reasonable discretion) assign such security interest to the Collateral Agent for the benefit of the Secured Parties; provided that, notwithstanding anything to the contrary in this Agreement, this Agreement
shall not constitute a grant of a security interest in any Excluded Assets. 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) Intellectual Property Covenants. 

(i) Other than to the extent not prohibited herein or in the Credit Agreement or with respect to registrations and applications
no longer used or useful, or to the extent failure to act would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to registration or pending
application of each item of its Intellectual Property for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all commercially reasonable steps, including, without limitation, in the USPTO, the USCO and any other
Governmental Authority located in the United States, to pursue the registration and maintenance of each United States Patent, Trademark, or Copyright registration or application now or hereafter included in the Intellectual Property of such Grantor
that are not Excluded Assets. 

  
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 (ii) Other than to the extent not prohibited herein or in the Credit
Agreement, or with respect to registrations and applications no longer used or useful, or except as would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be 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 Intellectual Property, excluding Excluded Assets, may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of a
trade secret, become publicly known). 
 (iii) Other than to the extent not prohibited herein or in the Credit Agreement, or
with respect to Patents, Copyrights or Trademarks which are no longer used or useful in the applicable Grantor’s business operations or except where failure to do so would not, as deemed by the applicable Grantor in its reasonable business
judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of its Intellectual Property, excluding Excluded Assets, including, without limitation, 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 commercially 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) Notwithstanding any other provision of this Agreement, nothing in this Agreement or any other Loan Document prevents or
shall be deemed to prevent 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 Intellectual Property to the extent not
prohibited by the Credit Agreement if such Grantor determines in its reasonable business judgment that such discontinuance is desirable in the conduct of its business. 

(v) Each Grantor agrees that, should it obtain an ownership or other interest in any Intellectual Property constituting Article
9 Collateral after the Closing Date, (i) the provisions of this Agreement shall automatically apply thereto and (ii) any such Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become
Intellectual Property subject to the terms and conditions of this Agreement. 
 (vi) Within the same delivery period as
required for the delivery of the annual Compliance Certificate required to be delivered under Section 6.02(a) of the Credit Agreement the Lead Borrower shall (i) provide a list of any U.S. Intellectual Property registrations and
applications and exclusive licenses of United States registered Copyrights constituting Article 9 Collateral of all Grantors not previously disclosed to the Collateral Agent, including such information as is necessary for such Grantor to make
appropriate filings in the USPTO and USCO and (ii) execute and file with the USPTO and USCO, as applicable, an Intellectual Property Security Agreement to record the grant of the security interest hereunder in such Intellectual Property. As
soon as practicable upon each such filing and recording, such Grantor shall deliver to the Collateral Agent true and correct copies of the relevant documents, instruments and receipts evidencing such filing and recording. 

  
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 ARTICLE IV 

Remedies 

Section 4.01. Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, it is
agreed that the Collateral Agent shall have the right to exercise any and all rights afforded to a secured party with respect to the Collateral and the Secured Obligations, including the Guaranty, under the UCC 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 Collateral Agent, promptly assemble all or part of the Collateral as directed by the Collateral Agent and make it available to the
Collateral Agent at a place and time to be designated by the Collateral Agent that is reasonably convenient to both parties; (ii) occupy any premises owned or, to the extent lawful and permitted, leased (it being acknowledged and agreed that
the Grantors are not required to obtain any waiver or consent from any owner of such leased premises in connection with such occupancy or attempted occupancy) 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 Collateral Agent shall provide the applicable Grantor with
reasonable prior notice thereof which in any event shall be at least 10 days prior to such occupancy; (iii) 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 Collateral Agent shall provide the applicable Grantor with reasonable notice thereof prior to such exercise (it being understood that the notice in the next paragraph is reasonable); and (iv) 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 Secured 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 Collateral Agent shall deem appropriate. The Collateral 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 Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any sale of Collateral shall hold the property sold absolutely, free from any claim or
right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by Law) all rights of redemption, stay and appraisal which such Grantor now has or may at any time in the future have under any Law now existing or hereafter
enacted. 
 The Collateral Agent shall give the applicable Grantors at least 10 days’ written notice (which each Grantor agrees is
reasonable notice within the meaning of Section 9-611 of the UCC or its equivalent in other jurisdictions) of the Collateral 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 

  
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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 Collateral 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 Collateral Agent may (in its sole and absolute discretion)
determine. The Collateral 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 Collateral 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 Collateral Agent until the sale price is paid by the purchaser or purchasers
thereof, but the Collateral Agent 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 Collateral 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 Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations paid in full. As an
alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at Law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or
decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.01 shall be deemed to conform to the commercially reasonable standards as
provided in Section 9-610(b) of the UCC or its equivalent in other jurisdictions. 
 Each
Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor’s true and lawful agent (and attorney-in-fact) during the continuance of an Event of Default (provided that the Collateral Agent shall provide the applicable Grantor with notice thereof prior to, to the extent reasonably
practicable, or otherwise promptly after, exercising such rights), for the purpose of (i) making, settling and adjusting claims in respect of Article 9 Collateral under policies of insurance, endorsing the name of such Grantor on any check,
draft, instrument or other item of payment for the proceeds of such policies if insurance, (ii) making all determinations and decisions with respect thereto and (iii) obtaining or maintaining the policies of insurance required by
Section 6.07 of the Credit Agreement or to pay any premium in whole or in part relating thereto. All sums disbursed by the Collateral 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 Collateral Agent and shall be additional Secured Obligations secured hereby. 

  
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 Section 4.02. Application of Proceeds. Subject to any applicable Intercreditor
Agreement, the Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, in accordance with Section 8.04 of the Credit Agreement. 

Subject to any applicable Intercreditor Agreement, the Collateral Agent shall have absolute discretion as to the time of application of any
such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the 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. 
 The Collateral Agent shall have no
liability to any of the Secured Parties for actions taken in reliance on information supplied to it as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Secured Obligations, 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 Collateral Agent pursuant to this Section 4.02 shall be (subject to any
decree of any court of competent jurisdiction) final (absent manifest error). 
 Section 4.03. Grant of License to Use Intellectual
Property. For the exclusive purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and
during the continuance of an Event of Default, each Grantor hereby grants to the Collateral Agent, effective as of an Event of Default, a non-exclusive, royalty-free, limited license (until the waiver or cure
of all Events of Default and the delivery by the Lead Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Lead Borrower to that effect) to use, license or sublicense any of the Intellectual Property now owned or
hereafter acquired by such Grantor, 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;
provided, however, that all of the foregoing rights of the Collateral Agent to such Intellectual Property and all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the
delivery by the Lead Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Lead Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being
understood that the foregoing license grant shall be re-instituted upon any subsequent Events of Default), and 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 executed with a third party; provided,
further, that any such license and any such license granted by the Collateral Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary to preserve the existence,
validity and value of the affected Intellectual Property, including without limitation, 

  
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provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and
prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of
copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the
foregoing criteria) and (II) without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the
Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such
Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). For the avoidance of doubt, the use of such license by the Collateral Agent may be exercised, at the option of
the Collateral Agent, only during the continuation of an Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may also exercise the rights afforded under Section 4.01 of this Agreement
with respect to Intellectual Property contained in the Article 9 Collateral. 
 ARTICLE V 

Subordination 

Section 5.01. Subordination. 

(a) Notwithstanding any provision of this Agreement to the contrary, all rights of the Grantors to indemnity, contribution or subrogation under
applicable Law or otherwise shall be fully subordinated to the payment in full in cash of the Secured Obligations. No failure on the part of the Borrowers or any Grantor to make the 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. 

(b) Each Grantor hereby agrees that upon the occurrence and during the continuance of an Event of Default and after notice from the Collateral
Agent, all Indebtedness owed to it by any other Grantor shall be fully subordinated to the payment in full in cash of the Secured Obligations. 

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 the Borrowers or any other Grantor shall be given to it in care of the Lead Borrower as provided in Section 10.02 of the
Credit Agreement. 

  
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 Section 6.02. Waivers; Amendment. 

(a) No failure or delay by any Secured Party 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 any such 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 of the Secured Parties herein provided, and provided under each other Loan Document, are cumulative and are not exclusive of any rights, remedies, powers and privileges provided by 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, the issuance of a Letter of Credit or the provision of services under Treasury Services Agreements or Secured
Hedge Agreements shall not be construed as a waiver of any Default, regardless of whether any Secured Party may have had notice or knowledge of such Default at the time. 

(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 Collateral 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. 

Section 6.03. Collateral Agent’s Fees and Expenses; Indemnification. 

(a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its reasonable out-of-pocket expenses incurred hereunder and indemnity for its actions in connection herewith as provided in Sections 10.04 and 10.05 of the Credit Agreement; provided that each reference therein to
the “Borrowers” shall be deemed to be a reference to “each Grantor” and each reference therein to the “Administrative Agent” shall be deemed to be a reference to the “Collateral Agent”. 

(b) Any such amounts payable as provided hereunder shall be additional Secured 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 Secured Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All
amounts due under this Section 6.03 shall be payable within 30 days of written demand therefor. 
 Section 6.04. Successors and
Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. 

  
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 Section 6.05. Survival of Agreement. All covenants, agreements, representations
and warranties made by the Grantors hereunder and in the other Loan Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the
Secured Parties and shall survive the execution and delivery of the Loan Documents, the making of any Loans and issuance of any Letters of Credit and the provision of services under Treasury Services Agreements or Secured Hedge Agreements,
regardless of any investigation made by any Secured Party or on its behalf and notwithstanding that any Secured Party may have had notice or knowledge of any Default at the time any credit is extended under the Credit Agreement, and shall continue
in full force and effect as long as this Agreement has not been terminated or released pursuant to Section 6.11 below. 

Section 6.06. Counterparts; Effectiveness; 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. Delivery by facsimile or other electronic communication of an executed counterpart of a signature page to this Agreement shall be effective as
delivery of an original executed counterpart of this Agreement. 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 Collateral Agent and a counterpart
hereof shall have been executed on behalf of the Collateral Agent, and thereafter shall be binding upon such Grantor and the Collateral Agent and their respective permitted successors and assigns, and shall inure to the benefit of such Grantor, the
Collateral Agent and the other Secured Parties and their respective permitted successors and assigns, except that no Grantor shall have the right to assign or transfer its rights or obligations hereunder or any interest herein or in the Collateral
(and any such assignment or transfer shall be void) except as expressly contemplated by this Agreement or the Credit Agreement. This Agreement shall be construed as a separate agreement with respect to each Grantor and may be amended, modified,
supplemented, waived or released with respect to any Grantor without the approval of any other Grantor and without affecting the obligations of any other Grantor hereunder. 

Section 6.07. 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 6.08. 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 jury trial 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 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 are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement. 

  
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 Section 6.10. Security Interest Absolute. To the extent permitted by Law, all
rights of the Collateral Agent hereunder, the Security Interest, the grant of a security interest in the Pledged Collateral and all obligations of each Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of
validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner
or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument,
(c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any
of the Secured Obligations or (d) subject only to termination of a Grantor’s obligations hereunder in accordance with the terms of Section 6.11, any other circumstance that might otherwise constitute a defense available to, or a
discharge of, any Grantor in respect of the Secured Obligations or this Agreement. 
 Section 6.11. Termination or Release. 

(a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured
Obligations and any Liens granted under this Agreement shall be automatically released upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than (i) obligations under any Secured Hedge Agreement or
Treasury Services Agreement not yet due and payable and (ii) contingent indemnification obligations not yet accrued and payable) and the expiration or termination of all Letters of Credit (other than Letters of Credit in which the Outstanding
Amount of the L/C Obligations related thereto have been Cash Collateralized or if such Letters of Credit have been backstopped by letters of credit reasonably satisfactory to the relevant L/C Issuer or deemed reissued under another agreement
reasonably satisfactory to the relevant L/C Issuer). 
 (b) A Subsidiary Party shall automatically be released from its obligations hereunder
and the Security Interest in the Collateral of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Restricted
Subsidiary of the Lead Borrower or becomes an Excluded Subsidiary; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect any Junior Financing with a principal amount in excess of the Threshold Amount. At
the sole option of the Lead Borrower, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall
cease to be Holdings under the Credit Agreement pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Loan Documents by such other Subsidiary of “Holdings”
organized under the Laws of an Agreed Security Jurisdiction that directly owns 100% of the issued and outstanding Equity Interests in the Lead Borrower pursuant to the definition thereof in the Credit Agreement and satisfaction of the Collateral and
Guarantee Requirements by such Subsidiary, including joining this Agreement pursuant to Section 6.12 below; provided that 100% of the Equity Interests of the Lead Borrower shall be pledged to the Collateral Agent to secure the Secured
Obligations; provided, further, that the Lead Borrower shall continue to directly or indirectly own 100% of the issued and outstanding Equity Interests in the Other Borrower Party. 

  
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 (c) Upon any sale or other transfer by any Grantor or Foreign Grantor of any Collateral that
is permitted under the Credit Agreement (other than a sale or transfer to another Loan Party), or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01
of the Credit Agreement, the security interest in such Collateral shall be automatically released. 
 (d) In connection with any termination
or release pursuant to paragraph (a), (b) or (c) of this Section 6.11, the Collateral Agent shall execute and deliver to any Grantor or Foreign Grantor, as applicable, at such Grantor’s or Foreign Grantor’s expense, as
applicable, all documents that such Grantor or Foreign Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor or Foreign Grantor to effect such release,
including delivery of Pledged Certificated Securities then in the Collateral Agent’s possession. Any execution and delivery of documents pursuant to this Section 6.11 shall be without recourse to or warranty by the Collateral Agent. 

(e) Notwithstanding anything to the contrary set forth in this Agreement, each Secured Approved Counterparty by the acceptance of the benefits
under this Agreement hereby acknowledges and agrees that (i) the Security Interests granted under this Agreement of the Secured Obligations of any Grantor or Foreign Grantor and their respective Subsidiaries under any Secured Hedge Agreement
and any Treasury Services Agreement shall be automatically released upon termination of the Aggregate Commitments and payment in full of all other Secured Obligations, in each case, unless the Secured Obligations under the Secured Hedge Agreement or
the Treasury Services Agreement are due and payable at such time (it being understood and agreed that this Agreement and the Security Interests granted herein shall survive solely as to such due and payable Secured Obligations and until such time as
such due and payable Secured Obligations have been paid in full) and (ii) any release of Collateral or of a Grantor or Foreign Grantor, as the case may be, effected in the manner permitted by this Agreement shall not require the consent of any
Secured Approved Counterparty. 
 Section 6.12. Additional Grantors. 

(a) Pursuant to Section 6.11 of the Credit Agreement, certain additional Restricted Subsidiaries may be required to enter in this
Agreement as Grantors or Foreign Grantors. Upon execution and delivery by a Restricted Subsidiary of a Security Agreement Supplement, the Restricted Subsidiary shall become a Grantor or Foreign Grantor hereunder, as applicable, with the same force
and effect as if originally named as a Grantor or Foreign Grantor herein, as applicable. Pursuant to Section 6.11 of the Credit Agreement, a Foreign Grantor may be required to pledge additional assets hereunder upon execution and delivery by
such Foreign Grantor of a Security Agreement Supplement and the additional assets described therein shall constitute Collateral and be subject to Liens of the Collateral Agent. The execution and delivery of any such instrument shall not require the
consent of any other Grantor or Foreign Grantor hereunder. The rights and obligations of each Grantor and Foreign Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Grantor or Foreign Grantor as a party
to this Agreement. 

  
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 (b) From time to time, any Person that becomes Holdings under the Credit Agreement will be
required to enter into this Agreement as a Grantor. Upon execution and delivery by such Person of a Security Agreement Supplement, such Person shall become a Grantor hereunder with the same force and effect as if originally named as a Grantor
herein. 
 (c) The execution and delivery of any such instrument described in clauses (a) and (b) above 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. Collateral Agent Appointed
Attorney-in-Fact. Each Grantor hereby appoints the Collateral 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 Collateral
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 during the continuance of such Event of Default and is coupled with an
interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default and notice by the Collateral Agent to the applicable Grantor of the
Collateral Agent’s intent to exercise such rights, with full power of substitution either in the Collateral 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 Collateral Agent; and (h) to use, sell, assign, transfer,
license, 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 Collateral
Agent were the absolute owner of the Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or
sufficiency of any payment received by the Collateral 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 Collateral 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, bad faith, or willful misconduct or that of any of their Affiliates, directors, officers, employees, counsel, agents or attorneys-in-fact, in each case, as determined by a final non-appealable judgment of a court of competent jurisdiction. 

Section 6.14. General Authority of the Collateral 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 Collateral Agent as its agent hereunder and under such other Collateral Documents, (b) to confirm that
the 

  
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Collateral 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, (c) 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 (d) to agree to be bound by the terms of this Agreement and any other Collateral Documents. 

Section 6.15. Reasonable Care. The Collateral Agent is required to use reasonable care in the custody and preservation of any of
the Collateral in its possession; provided, that the Collateral Agent shall be deemed to have used reasonable care in the custody and preservation of any of the Collateral, if such Collateral is accorded treatment substantially similar to
that which the Collateral Agent accords its own property. 
 Section 6.16. Delegation; Limitation. The Collateral Agent may
execute any of the powers granted under this Agreement and perform any duty hereunder either directly or by or through agents or attorneys-in-fact, and shall not be
responsible for the gross negligence or willful misconduct of any agents or attorneys-in-fact selected by it with reasonable care and without gross negligence or willful
misconduct. 
 Section 6.17. Reinstatement. The obligations of the Grantors under this Agreement shall be automatically
reinstated if and to the extent that for any reason any payment by or on behalf of the Borrowers or other Loan Party in respect of the Secured Obligations is rescinded or must be otherwise restored by any holder of any of the Secured Obligations,
whether as a result of any proceedings in bankruptcy or reorganization or otherwise. 
 Section 6.18. Miscellaneous. The
Collateral Agent shall not be deemed to have actual, constructive, direct or indirect notice or knowledge of the occurrence of any Event of Default unless and until the Collateral Agent shall have received a written notice of Event of Default or a
written notice from the Grantor or the Secured Parties to the Collateral Agent in its capacity as Collateral Agent indicating that an Event of Default has occurred. 

Section 6.19. Intercreditor Agreements. Notwithstanding any provision to the contrary contained herein, the terms of this
Agreement, the Liens created hereby and the rights and remedies of the Collateral Agent hereunder are subject to the terms of each applicable Intercreditor Agreement. In the event of any conflict or inconsistency between the terms of this Agreement
and an Intercreditor Agreement, the terms of that Intercreditor Agreement shall govern. 
 Section 6.20. Foreign Grantor.
Notwithstanding anything to the contrary in this Agreement, the parties hereto agree that (a) with respect to any Foreign Grantor, the Collateral shall be limited to now owned or hereafter acquired (i) (x) Equity Interests of the Loan
Parties organized or incorporated in the United States, any state thereof or the District of Columbia owned by such Foreign Grantor, including the Equity Interests listed on Schedule II hereto, (y) all dividends and distributions in respect
thereof and (z) all certificates, instruments, agreements and rights relating thereto or arising thereunder, (ii) all Intellectual Property arising under the laws of 

  
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the United States, any state thereof, or the District of Columbia, (iii) all intercompany receivables governed by the laws of the United States, any state thereof, or the District of
Columbia and all certificates, instruments, agreements and rights relating thereto or arising thereunder, (iv) any other assets of a Foreign Grantor identified as Collateral in a Security Agreement Supplement and (v) all proceeds of the
Collateral described in clauses (i), (ii), (iii) and (iv) above (collectively the “U.S. Collateral”) and (b) the representations, warranties and covenants set forth herein shall apply to such Foreign Grantor only with respect to
the respective U.S. Collateral. 
 Section 6.21. Grantors Remain Liable. Anything herein to the contrary notwithstanding,
(a) each Grantor shall remain liable under its contracts and agreements included in the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been
executed, (b) the exercise by the Collateral Agent of any of the rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral and (c) no Secured Party
shall have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, any other Loan Document, any Treasury Services Agreement or any Secured Hedge Agreement, nor shall any Secured Party be
obligated to perform any of the obligations or duties of any Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. 

[Signature Pages Follow] 

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

			
	BUZZ BIDCO L.L.C., as Grantor
		
	By:	 	 /s/ Jonathan Korngold

		 	Name: Jonathan Korngold
		 	Title: President
	
	BUZZ MERGER SUB LTD., as Grantor
		
	By:	 	 /s/ Jonathan Korngold

		 	Name: Jonathan Korngold
		 	Title: Director
	
	BUZZ FINCO L.L.C., as Grantor
		
	By:	 	 /s/ Jonathan Korngold

		 	Name: Jonathan Korngold
		 	Title: President


 [Signature Page to Security Agreement] 












 
			
	CITIBANK, N.A., as Collateral Agent
		
	By:	 	 /s/ Scott Sartorius

		 	Name: Scott Sartorius
		 	Title: Managing Director


 [Signature Page to Security Agreement] 












 Schedule I 

to the Security Agreement 

SUBSIDIARY PARTIES 
 None. 












 Schedule II 

to the Security Agreement 

PLEDGED EQUITY AND PLEDGED DEBT 
 1.
Pledged Equity: 
  

																	
	 Issuer
	  	 Record Owner
	  	 Shares / Interest

Owned
	  	Percentage
Ownership	 	  	Percent
Pledged	 	  	Certificate
No. (if
pledged)	 
	 Buzz Merger Sub Ltd.
	  	Buzz BidCo L.L.C.	  	Limited Company Interests	  	 	100	% 	  	 	100	% 	  	 	N/A	 
	 Buzz Finco L.L.C.
	  	Buzz Merger Sub Ltd.	  	Membership Interests	  	 	100	% 	  	 	100	% 	  	 	N/A	 

 2. Pledged Debt: 
 Intercompany
Note, dated as of January 29, 2020, by and among the Lead Borrower and its subsidiaries party thereto.