EX-10.8



 Exhibit 10.8 
  

 
  

SECOND AMENDED AND RESTATED 

GUARANTEE AND COLLATERAL AGREEMENT 

made by 
 SBA COMMUNICATIONS
CORPORATION, 
 SBA TELECOMMUNICATIONS, INC., 

SBA SENIOR FINANCE, INC., 
 SBA
SENIOR FINANCE II LLC 
 and certain of its Subsidiaries 

in favor of 
 TORONTO DOMINION
(TEXAS) LLC, 
 as Administrative Agent 

Dated as of February 7, 2014 
  

 
  







 TABLE OF CONTENTS 
  

							
	 	  	 	  	Page	 
	 Section 1.
	  	DEFINED TERMS	  	 	2	 
	 1.1
	  	Definitions	  	 	2	 
	 1.2
	  	Other Definitional Provisions	  	 	7	 
			
	 Section 2.
	  	GUARANTEE	  	 	7	 
	 2.1
	  	Guarantee	  	 	7	 
	 2.2
	  	Right of Contribution	  	 	8	 
	 2.3
	  	Subrogation	  	 	9	 
	 2.4
	  	Amendments, etc. with respect to the Borrower Obligations	  	 	9	 
	 2.5
	  	Guarantee Absolute and Unconditional	  	 	10	 
	 2.6
	  	Reinstatement	  	 	12	 
	 2.7
	  	Payments	  	 	12	 
			
	 Section 3.
	  	GRANT OF SECURITY INTEREST	  	 	12	 
	 3.1
	  	Grantor Security Interest	  	 	12	 
			
	 Section 4.
	  	REPRESENTATIONS AND WARRANTIES	  	 	14	 
	 4.1
	  	Representations in Credit Agreement; the Parent’s and Holdings’ Representations	  	 	14	 
	 4.2
	  	Title; No Other Liens	  	 	17	 
	 4.3
	  	Perfected First Priority Liens	  	 	17	 
	 4.4
	  	Jurisdiction of Organization; Chief Executive Office	  	 	18	 
	 4.5
	  	Inventory and Equipment	  	 	18	 
	 4.6
	  	Farm Products	  	 	18	 
	 4.7
	  	Investment Property	  	 	18	 
	 4.8
	  	Receivables	  	 	18	 
	 4.9
	  	Intellectual Property	  	 	19	 
			
	 Section 5.
	  	COVENANTS	  	 	19	 
	 5.1
	  	Covenants in Credit Agreement	  	 	19	 
	 5.2
	  	Delivery of Instruments and Chattel Paper	  	 	19	 
	 5.3
	  	Maintenance of Insurance	  	 	20	 
	 5.4
	  	Payment of Obligations	  	 	20	 
	 5.5
	  	Maintenance of Perfected Security Interest; Further Documentation	  	 	20	 
	 5.6
	  	Changes in Locations, Name, etc.	  	 	21	 
	 5.7
	  	Notices	  	 	21	 
	 5.8
	  	Investment Property	  	 	21	 
	 5.9
	  	Receivables	  	 	23	 
	 5.10
	  	Intellectual Property	  	 	23	 
			
	 Section 6.
	  	REMEDIAL PROVISIONS	  	 	25	 
	 6.1
	  	Certain Matters Relating to Receivables	  	 	25	 
	 6.2
	  	Communications with Obligors; Grantors Remain Liable	  	 	25	 
	 6.3
	  	Pledged Stock	  	 	26	 


  
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	 	  	 	  	Page	 
	 6.4
	  	Proceeds to be Turned Over To Administrative Agent	  	 	27	 
	 6.5
	  	Application of Proceeds	  	 	27	 
	 6.6
	  	Code and Other Remedies	  	 	28	 
	 6.7
	  	Registration Rights	  	 	29	 
	 6.8
	  	Subordination	  	 	30	 
	 6.9
	  	Waiver; Deficiency	  	 	30	 
			
	 Section 7.
	  	THE ADMINISTRATIVE AGENT	  	 	30	 
	 7.1
	  	Administrative Agent’s Appointment as Attorney-in-Fact, etc.	  	 	30	 
	 7.2
	  	Duty of Administrative Agent	  	 	32	 
	 7.3
	  	Execution of Financing Statements	  	 	32	 
	 7.4
	  	Authority of Administrative Agent	  	 	34	 
			
	 Section 8.
	  	MISCELLANEOUS	  	 	33	 
	 8.1
	  	Amendments in Writing	  	 	33	 
	 8.2
	  	Notices	  	 	33	 
	 8.3
	  	No Waiver by Course of Conduct; Cumulative Remedies	  	 	33	 
	 8.4
	  	Enforcement Expenses; Indemnification	  	 	33	 
	 8.5
	  	Successors and Assigns	  	 	34	 
	 8.6
	  	Set-Off	  	 	34	 
	 8.7
	  	Counterparts	  	 	34	 
	 8.8
	  	Severability	  	 	35	 
	 8.9
	  	Section Headings	  	 	35	 
	 8.10
	  	Integration	  	 	35	 
	 8.11
	  	GOVERNING LAW	  	 	35	 
	 8.12
	  	Submission To Jurisdiction; Waivers	  	 	35	 
	 8.13
	  	Acknowledgments	  	 	36	 
	 8.14
	  	Additional Grantors	  	 	36	 
	 8.15
	  	Releases	  	 	36	 
	 8.16
	  	WAIVER OF JURY TRIAL	  	 	37	 


  
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 SCHEDULES 

Schedule 1     Notice Addresses of Guarantors 

Schedule 2     Description of Pledged Securities 

Schedule 3     Filings and Other Actions Required to Perfect Security Interests 

Schedule 4     Location of Jurisdiction of Organization and Chief Executive Office 

Schedule 5     Location of Inventory and Equipment (including Exhibit A Office Leases Addresses) 

Schedule 6     Intellectual Property 

ANNEX 
 I
                      Form of Assumption Agreement 

  
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 SECOND AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT, dated as of February 7,
2014, made by SBA COMMUNICATIONS CORPORATION (the “Parent”), SBA TELECOMMUNICATIONS, INC. (“Holdings”) and the other GRANTORS (as defined below), in favor of TORONTO DOMINION (TEXAS) LLC, as Administrative Agent (in
such capacity, the “Administrative Agent”) for the banks and other financial institutions (the “Lenders”) from time to time parties to the Second Amended and Restated Credit Agreement, dated as of the date hereof
(as restated, amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among SBA SENIOR FINANCE II LLC, a Florida limited liability company (the “Borrower”), the Lenders, the
Administrative Agent and the other Agents named therein. 
 W I T N E S S E T
H: 
 WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to severally make extensions of credit to the Borrower upon
the terms and subject to the conditions set forth therein; 
 WHEREAS, the Borrower is a member of an affiliated group of companies that
includes the Parent, Holdings and each other Grantor; 
 WHEREAS, the proceeds of the extensions of credit under the Credit Agreement will
be used in part to enable the Borrower to make valuable transfers to the Parent, Holdings and one or more of the other Grantors in connection with the operation of their respective businesses; 

WHEREAS, certain of the Qualified Counterparties may enter into Specified Hedge Agreements with one or more of the Grantors; 

WHEREAS, the Borrower, the Parent, Holdings and the other Grantors are engaged in related businesses, and the Parent, Holdings and each other
Grantor will derive substantial direct and indirect benefit from the entering into of the Credit Agreement and the making of the extensions of credit under the Credit Agreement and from the Specified Hedge Agreements; and 

WHEREAS, it is a condition precedent to the obligation of the Lenders to enter into the Credit Agreement and to make their respective
extensions of credit to the Borrower under the Credit Agreement that the Parent, Holdings and the other Grantors shall have executed and delivered this Agreement to the Administrative Agent for the ratable benefit of the Secured Parties; 

NOW, THEREFORE, in consideration of the premises and to induce the Administrative Agent and the Lenders to enter into the Credit Agreement and
to induce the Lenders to make their respective extensions of credit to the Borrower thereunder, the Parent, Holdings and each other Grantor hereby agrees with the Administrative Agent, for the ratable benefit of the Secured Parties, as follows: 








 SECTION 1. DEFINED TERMS 

1.1 Definitions. (a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given
to them in the Credit Agreement, and the following terms are used herein as defined in the New York UCC: Accounts, Certificated Security, Chattel Paper, Commercial Tort Claims, Documents, Equipment, Farm Products, General Intangibles, Goods,
Instruments, Inventory, Letter-of-Credit Rights and Supporting Obligations. 
 (b) The following terms shall have the following meanings:

 “Agreement”: this Guarantee and Collateral Agreement, as the same may be restated, amended, supplemented or otherwise
modified from time to time. 
 “Borrower Credit Agreement Obligations”: the collective reference to the unpaid principal of
and interest on the Term Loans or the Revolving Credit Loans and Reimbursement Obligations and all other obligations and liabilities of the Borrower (including, without limitation, interest accruing at the then applicable rate provided in the Credit
Agreement after the maturity of the Term Loans or the Revolving Credit Loans and Reimbursement Obligations and interest accruing at the then applicable rate provided in the Credit Agreement after the filing of any petition in bankruptcy, or the
commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) to the Administrative Agent or any Lender, whether direct or
indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Credit Agreement, this Agreement, or the other Loan Documents, or any Letter of Credit, or any
other document made, delivered or given in connection therewith, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and
disbursements of counsel to the Administrative Agent or to the Lenders that are required to be paid by the Borrower pursuant to the terms of any of the foregoing agreements). 

“Borrower Hedge Agreement Obligations”: the collective reference to all obligations and liabilities of the Borrower
(including, without limitation, interest accruing at the then applicable rate provided in any Specified Hedge Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding,
relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) to any Qualified Counterparty, whether direct or indirect, absolute or contingent, due or to become due, or now existing or
hereafter incurred, which may arise under, out of, or in connection with, any Specified Hedge Agreement or any other document made, delivered or given in connection therewith, in each case whether on account of principal, interest, reimbursement
obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the relevant Qualified Counterparty that are required to be paid by the Borrower pursuant to the terms of any
Specified Hedge Agreement). 

  
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 “Borrower Obligations”: the collective reference to (i) the Borrower Credit
Agreement Obligations, (ii) the Borrower Hedge Agreement Obligations, but only to the extent that, and only so long as, the Borrower Credit Agreement Obligations are secured and guaranteed pursuant hereto, and (iii) all other obligations
and liabilities of the Borrower, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement (including, without limitation,
all fees and disbursements of counsel to the Administrative Agent or to the Secured Parties that are required to be paid by the Borrower pursuant to the terms of this Agreement). 

“Collateral”: as defined in Section 3.1. 

“Collateral Account”: any collateral account established by the Administrative Agent as provided in Section 6.1 or 6.4.

 “Copyrights”: (i) all copyrights arising under the laws of the United States, any other country or any political
subdivision thereof, whether registered or unregistered and whether published or unpublished (including, without limitation, those listed in Schedule 6), all registrations and recordings thereof, and all applications in connection
therewith, including, without limitation, all registrations, recordings and applications in the United States Copyright Office, and (ii) the right to obtain all renewals thereof. 

“Copyright Licenses”: any written agreement naming any Grantor as licensor or licensee (including, without limitation, those
listed in Schedule 6), granting any right under any Copyright, including, without limitation, the grant of rights to manufacture, distribute, exploit and sell materials derived from any Copyright. 

“Deposit Account”: as defined in the Uniform Commercial Code of any applicable jurisdiction and, in any event, including,
without limitation, any demand, time, savings, passbook or like account maintained with a depositary institution. 
 “Excluded
Assets”: the collective reference to (i) any contract, General Intangible, Copyright License, Patent License or Trademark License (“Intangible Assets”), in each case to the extent the grant by the relevant Grantor of a
security interest pursuant to this Agreement in such Grantor’s right, title and interest in such Intangible Asset (A) is prohibited by legally enforceable provisions of any contract, agreement, instrument or indenture governing such
Intangible Asset, (B) would give any other party to such contract, agreement, instrument or indenture a legally enforceable right to terminate its obligations thereunder or (C) is permitted only with the consent of another party, if the
requirement to obtain such consent is legally enforceable and such consent has not been obtained; provided, that in any event any Receivable or any money or other amounts due or to become due under any such contract, agreement, instrument or
indenture shall not be Excluded Assets to the extent that any of the foregoing is (or if it contained a provision limiting the transferability or pledge thereof would be) subject to Section 9-406 of the New York UCC, (ii) Foreign
Subsidiary Voting Stock and the shares, stock certificates, options and rights in respect of the Capital Stock of any Securitization Subsidiary or Excluded Subsidiary, in each case as excluded from the definition of “Pledged Stock” set
forth in this Section 1.1, (iii) the shares, stock certificates, options and rights in respect of the Capital Stock of any Specified Unrestricted Foreign Entity and all Proceeds, products, Supporting Obligations and collateral security and
guarantees given by any Person with respect to any of the foregoing , (iv) the Towers and Tower sites owned by any Grantor to the extent a mortgage, 

  
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fixture filing or assignment of lease would be required to perfect a security interest therein, together with any products and proceeds of any of the foregoing and (v) in the case of the
Parent, Holdings and SBA Senior Finance (or any Person of which any of Holdings, SBA Senior Finance or the Borrower is a Subsidiary), any asset other than the Capital Stock of Holdings, SBA Senior Finance or the Borrower, as applicable (or of any
Person of which any of Holdings, SBA Senior Finance or the Borrower is a Subsidiary). 
 “Excluded Trademarks”: the
Trademarks listed in Part II of Schedule 6. 
 “Foreign Subsidiary”: any Subsidiary organized, or substantially all
of whose assets consist of Subsidiaries organized, under the laws of any jurisdiction outside the United States of America. 

“Foreign Subsidiary Voting Stock”: the voting Capital Stock of any Foreign Subsidiary. 

“Grantor”: each of the signatories hereto (together with any other entity that may become a party hereto as provided herein).

 “Guarantor Hedge Agreement Obligations”: the collective reference to all obligations and liabilities of a Guarantor
(including, without limitation, interest accruing at the then applicable rate provided in any Specified Hedge Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding,
relating to such Guarantor, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) to any Qualified Counterparty, whether direct or indirect, absolute or contingent,
due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, any Specified Hedge Agreement or any other document made, delivered or given in connection therewith, in each case whether on account
of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the relevant Qualified Counterparty that are required to be paid by such
Guarantor pursuant to the terms of any Specified Hedge Agreement). 
 “Guarantor Obligations”: with respect to any
Guarantor, the collective reference to (i) any Guarantor Hedge Agreement Obligations of such Guarantor, but only to the extent that, and only so long as, the other Obligations of such Guarantor are secured and guaranteed pursuant hereto, and
(ii) all obligations and liabilities of such Guarantor which may arise under or in connection with this Agreement (including, without limitation, Section 2) or any other Loan Document to which such Guarantor is a party, in each case
whether on account of guarantee obligations, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Administrative Agent or to any Secured Party that
are required to be paid by such Guarantor pursuant to the terms of this Agreement or any other Loan Document). 

“Guarantors”: the collective reference to each Grantor other than the Borrower. 

“Hedge Agreements”: as to any Person, all interest rate swaps, currency swaps, exchange agreements, commodity swaps, caps or
collar agreements or similar arrangements entered into by such Person providing for protection against fluctuations in interest rates, currency exchange rates or commodity prices or the exchange of nominal interest obligations, either generally or


  
 4 








 
under specific contingencies. For avoidance of doubt, Hedge Agreements shall include any interest rate swap or similar agreement that provides for the payment by the Borrower or any Guarantor of
amounts based upon a floating rate in exchange for receipt by the Borrower or such Guarantor of amounts based upon a fixed rate. 

“Intellectual Property”: the collective reference to all rights, priorities and privileges relating to intellectual property,
whether arising under United States, multinational or foreign laws or otherwise, including, without limitation, the Copyrights, the Copyright Licenses, the Patents, the Patent Licenses, the Trademarks and the Trademark Licenses, and all rights to
sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom. 

“Intercompany Note”: any promissory note evidencing loans made by any Grantor to the Borrower or any of its Subsidiaries.

 “Investment Property”: the collective reference to (i) all “investment property” as such term is defined
in Section 9-102(a)(49) of the New York UCC (other than any Foreign Subsidiary Voting Stock and the shares, stock certificates, options and rights in respect of the Capital Stock of any Securitization Subsidiary or Excluded Subsidiary, in each
case as excluded from the definition of “Pledged Stock” in this Section 1.1) and (ii) whether or not constituting “investment property” as so defined, all Pledged Notes and all Pledged Stock. 

“Issuers”: the collective reference to each issuer of any Investment Property. 

“New York UCC”: the Uniform Commercial Code as from time to time in effect in the State of New York. 

“Obligations”: (i) in the case of the Borrower, the Borrower Obligations, and (ii) in the case of each Guarantor,
its Guarantor Obligations. 
 “Patents”: (i) all letters patent of the United States, any other country or any
political subdivision thereof, all reissues and extensions thereof and all goodwill associated therewith, including, without limitation, any of the foregoing referred to in Schedule 6, (ii) all applications for letters patent of the
United States or any other country and all divisions, continuations and continuations-in-part thereof, including, without limitation, any of the foregoing referred to in Schedule 6, and (iii) all rights to obtain any reissues or
extensions of the foregoing. 
 “Patent License”: all agreements, whether written or oral, providing for the grant by or to
any Grantor of any right to manufacture, use or sell any invention covered in whole or in part by a Patent, including, without limitation, any of the foregoing referred to in Schedule 6. 

“Pledged Notes”: all promissory notes listed on Schedule 2, all Intercompany Notes at any time issued to any
Grantor and all other promissory notes issued to or held by any Grantor (other than (i) promissory notes issued in connection with extensions of trade credit by any Grantor in the ordinary course of business and (ii) any Excluded Asset).

 “Pledged Securities”: the collective reference to the Pledged Notes and the Pledged Stock. 

  
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 “Pledged Stock”: the shares of Capital Stock listed on Schedule 2,
together with any other shares, stock certificates, options or rights of any nature whatsoever in respect of the Capital Stock of any Person that may be issued or granted to, or held by, any Grantor while this Agreement is in effect; provided
that in no event shall more than 65% of the total outstanding Foreign Subsidiary Voting Stock of any Foreign Subsidiary be required to be pledged hereunder; provided further that “Pledged Stock” shall not include the shares,
stock certificates, options or rights of any nature whatsoever in respect of the Capital Stock of (i) any Securitization Subsidiary to the extent the pledge thereof hereunder would not be permitted by Contractual Obligations of such
Securitization Subsidiaries with Persons who are not Affiliates, (ii) any Excluded Subsidiary (other than Excluded Subsidiaries described in clause (x)(A) of the definition of “Excluded Subsidiaries”) or (iii) any Specified
Unrestricted Foreign Entity. 
 “Proceeds”: all “proceeds” as such term is defined in Section 9-102(a)(64)
of the Uniform Commercial Code in effect in the State of New York on the date hereof and, in any event, shall include, without limitation, all dividends or other income from the Investment Property, collections thereon or distributions or payments
with respect thereto. 
 “Qualified Keepwell Provider”: in respect of any Swap Obligation, each Loan Party that, at
the time the relevant guarantee (or grant of the relevant security interest, as applicable) becomes effective with respect to such Swap Obligation, has total assets exceeding $10,000,000 or otherwise constitutes an “eligible contract
participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” with respect to such Swap Obligation at such time by entering into a
keepwell pursuant to section 1a(18)(A)(v)(II) of the Commodity Exchange Act. 
 “Receivable”: any right to payment for
goods sold, leased, licensed, assigned or otherwise disposed of, or for services rendered, whether or not such right is evidenced by an Instrument or Chattel Paper and whether or not it has been earned by performance (including, without limitation,
any Account). 
 “Secured Parties”: the collective reference to the Administrative Agent, the Lenders (including the
Issuing Lender in its capacity as Issuing Lender) and any Qualified Counterparties. 
 “Securities Act”: the Securities Act
of 1933, as amended. 
 “Specified Hedge Agreement”: any Hedge Agreement entered into by (i) the Borrower or any
Guarantor and (ii) any Qualified Counterparty. 
 “Trademarks”: (i) all trademarks, trade names, corporate names,
company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers, and all goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and
recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision
thereof, or otherwise, and all common-law rights related thereto, including, without limitation, any of the foregoing referred to in Schedule 6, and (ii) the right to obtain all renewals thereof. 

  
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 “Trademark License”: any agreement, whether written or oral, providing for the
grant by or to any Grantor of any right to use any Trademark, including, without limitation, any of the foregoing referred to in Schedule 6. 

1.2 Other Definitional Provisions. (a) The words “hereof,” “herein,” “hereto” and
“hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section and Schedule references are to this Agreement unless otherwise
specified. 
 (b) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such
terms. 
 (c) Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor, shall
refer to such Grantor’s Collateral or the relevant part thereof and, for the avoidance of doubt, shall not refer to any Excluded Assets. 

SECTION 2. GUARANTEE 

2.1 Guarantee. 
 (a) (i) Each of
the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and their respective successors, indorsees, transferees and assigns, the prompt and
complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations (other than, in the case of each Guarantor, Borrower Obligations arising pursuant to
clause (ii) of this Section 2.1(a) in respect of Guarantor Hedge Agreement Obligations in respect of which such Guarantor is a primary obligor). 

(ii) The Borrower hereby unconditionally and irrevocably guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties
and their respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance by each Guarantor when due (whether at stated maturity, by acceleration or otherwise) of the Guarantor Hedge Agreement Obligations
of such Guarantor. 
 (b) Anything herein or in any other Loan Document to the contrary notwithstanding, (i) the maximum liability of
each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to fraudulent conveyances or transfers or the insolvency of
debtors (after giving effect to the right of contribution established in Section 2.2) and (ii) the maximum liability of the Borrower under this Section 2 shall in no event exceed the amount which can be guaranteed by the Borrower
under applicable federal and state laws relating to fraudulent conveyances or transfers or the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2). 

  
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 (c) (i) Each Guarantor agrees that the Borrower Obligations may at any time and from time to
time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee of such Guarantor contained in this Section 2 or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder.

 (ii) The Borrower agrees that the Guarantor Hedge Agreement Obligations may at any time and from time to time exceed the amount of the
liability of the Borrower under this Section 2 without impairing the guarantee of the Borrower contained in this Section 2 or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. 

(d) Subject to Section 8.15 hereof, the guarantee contained in this Section 2 shall remain in full force and effect until all the
Borrower Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by full and final payment in cash, no Letter of Credit shall be outstanding and the Revolving Credit
Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower may be free from any Borrower Obligations and any or all of the Guarantors may be free from their respective Guarantor Hedge
Agreement Obligations. 
 (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or
collected by the Administrative Agent or any Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from
time to time in reduction of or in payment of the Borrower Obligations or the Guarantor Hedge Agreement Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Borrower or any Guarantor under this
Section 2 which shall, notwithstanding any such payment (other than any payment made by the Borrower or such Guarantor in respect of the Borrower Obligations or the Guarantor Hedge Agreement Obligations or any payment received or collected from
the Borrower or such Guarantor in respect of the Borrower Obligations or the Guarantor Hedge Agreement Obligations), remain liable for the Borrower Obligations and the Guarantor Hedge Agreement Obligations up to the maximum liability of the Borrower
or such Guarantor hereunder until the Borrower Obligations and the Guarantor Hedge Agreement Obligations are fully and finally paid in cash, no Letter of Credit shall be outstanding and the Revolving Credit Commitments are terminated. 

2.2 Right of Contribution. (a) Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its
proportionate share of any payment made hereunder or the Guarantor Hedge Agreement Obligations, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder which has not paid its proportionate
share of such payment. 
 (b) The Borrower and each Guarantor agrees that to the extent that the Borrower or any Guarantor shall have paid
more than its proportionate share of any payment made hereunder in respect of any Guarantor Hedge Agreement Obligation of any other Guarantor, the Borrower or such Guarantor, as the case may be, shall be entitled to seek and receive contribution
from and against the Borrower and any other Guarantor which has not paid its proportionate share of such payment. 

  
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 (c) The Borrower’s and each Guarantor’s right of contribution under this
Section 2.2 shall be subject to the terms and conditions of Section 2.3. The provisions of this Section 2.2 shall in no respect limit the obligations and liabilities of the Borrower or any Guarantor to the Administrative Agent and the
Secured Parties and the Borrower, and each Guarantor shall remain liable to the Administrative Agent and the Secured Parties for the full amount guaranteed by the Borrower or such Guarantor hereunder. 

2.3 Subrogation. Notwithstanding any payment made by the Borrower or any Guarantor hereunder or any set-off or application of funds of the
Borrower or any Guarantor by the Administrative Agent or any Secured Party, neither the Borrower nor the Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Secured Party against the Borrower or any
other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Secured Party for the payment of the Borrower Obligations or the Guarantor Hedge Agreement Obligations, nor shall the Borrower or any
Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by the Borrower or such Guarantor hereunder, until all amounts owing to the Administrative Agent and the
Secured Parties by the Borrower on account of the Borrower Obligations are fully and finally paid in cash, no Letter of Credit shall be outstanding and the Revolving Credit Commitments are terminated. If any amount shall be paid to the Borrower or
any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been fully and finally paid in cash, such amount shall be held by the Borrower or such Guarantor in trust for the Administrative
Agent and the Secured Parties, segregated from other funds of the Borrower or such Guarantor, and shall, forthwith upon receipt by the Borrower or such Guarantor, be turned over to the Administrative Agent in the exact form received by the Borrower
or such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be applied against the Borrower Obligations or the Guarantor Hedge Agreement Obligations, whether matured or unmatured, in such order as the
Administrative Agent may determine. 
 2.4 Amendments, etc. with respect to the Borrower Obligations. The Borrower and each Guarantor
shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Borrower or any Guarantor and without notice to or further assent by the Borrower or any Guarantor, any demand for payment of any of the Borrower
Obligations or Guarantor Hedge Agreement Obligations made by the Administrative Agent or any Secured Party may be rescinded by the Administrative Agent or such Secured Party and any of the Borrower Obligations or Guarantor Hedge Agreement
Obligations continued, and the Borrower Obligations or Guarantor Hedge Agreement Obligations, or the liability of any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect
thereto, may, from time to time, in whole or in 

  
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part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Secured Party (with the consent of such of the Borrower
and the Guarantor as shall be required thereunder), and the Specified Hedge Agreements, the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented
or terminated, in whole or in part, as the Administrative Agent (or the requisite Lenders as set forth in Section 10.1 of the Credit Agreement) may (with the consent of such of the Borrower and the Guarantor as shall be required thereunder)
deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Secured Party for the payment of the Borrower Obligations or Guarantor Hedge Agreement Obligations may
(with the consent of such of the Borrower and the Guarantor as shall be required thereunder) be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Secured Party shall, except to the extent set forth in, and
for the benefit of the parties to, the agreements and instruments governing such Lien or guarantee have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Borrower Obligations or Guarantor Hedge
Agreement Obligations or for the guarantees contained in this Section 2 or any property subject thereto. 
 2.5 Guarantee Absolute and
Unconditional. (a) Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations (other than any notice with respect to any Guarantor Hedge Agreement Obligation with respect to
which such Guarantor is a primary obligor and to which it is entitled pursuant to the applicable Specified Hedge Agreement), notice of or proof of reliance by the Administrative Agent or any Secured Party upon the guarantee contained in this
Section 2 or acceptance of the guarantee contained in this Section 2 and notice of any law, regulation, decree or order of any jurisdiction or any event affecting any term of a guaranteed Obligation; the Borrower Obligations, and any of
them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the Borrower and any of the
Guarantors, on the one hand, and the Administrative Agent and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each
Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Guarantors with respect to the Borrower Obligations (other than any diligence, presentment, protest,
demand or notice with respect to any Guarantor Hedge Agreement Obligations with respect to which such Guarantor is a primary obligor and to which it is entitled pursuant to the applicable Specified Hedge Agreement). Each Guarantor understands and
agrees that the guarantee of such Guarantor contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and not merely of collection without regard to (i) the validity or enforceability
of the Credit Agreement or any other Loan Document, any of the Borrower Obligations or any other collateral security therefor (including the perfection of such collateral) or guarantee or right of offset with respect thereto at any time or from time
to time held by the Administrative Agent or any Secured Party, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower or any other Person
against the Administrative Agent or any Secured Party, or (iii) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or
legal discharge of the Borrower for the Borrower Obligations, or of such Guarantor under the guarantee of such Guarantor contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing
its rights and remedies hereunder against any Guarantor, the Administrative Agent or any Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have 

  
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against the Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any
failure by the Administrative Agent or any Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor or any other Person or to realize upon any such collateral
security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation
or liability under this Section 2, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Secured Party against any Guarantor. For the purposes hereof
“demand” shall include the commencement and continuance of any legal proceedings. 
 (b) The Borrower waives any and all notice of
the creation, renewal, extension or accrual of any of the Guarantor Hedge Agreement Obligations, notice of or proof of reliance by the Administrative Agent or any Secured Party upon the guarantee by the Borrower contained in this Section 2 or
acceptance of the guarantee by the Borrower contained in this Section 2 and notice of any law, regulation, decree or order of any jurisdiction or any event affecting any term of a guaranteed Obligation; the Guarantor Hedge Agreement
Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee by the Borrower contained in this Section 2; and all dealings
between the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Secured Parties, on the other hand, with respect to any Guarantor Hedge Agreement Obligation likewise shall be conclusively presumed to have been
had or consummated in reliance upon the guarantee by the Borrower contained in this Section 2. The Borrower waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower with respect to
the Guarantor Hedge Agreement Obligations. The Borrower understands and agrees that the guarantee by the Borrower contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to
(i) the validity or enforceability of the Guarantor Hedge Agreement Obligations or any other collateral security therefor (including the perfection of such collateral) or guarantee or right of offset with respect thereto at any time or from
time to time held by the Administrative Agent or any Secured Party, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Person against the
Administrative Agent or any Secured Party, or (iii) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or any Guarantor) which constitutes, or might be construed to constitute, an equitable or legal
discharge of the applicable Guarantor for the applicable Guarantor Hedge Agreement Obligations, or of the Borrower under its guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand under this
Section 2 or otherwise pursuing its rights and remedies under this Section 2 against the Borrower, the Administrative Agent or any Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such
rights and remedies as it may have against any Guarantor or any other 

  
 11 








 
Person or against any collateral security or guarantee for the Guarantor Hedge Agreement Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or
any Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of
offset, or any release of any Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve the Borrower of any obligation or liability under this Section 2, and shall not impair or affect the
rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Secured Party against the Borrower under this Section 2. For the purposes hereof “demand” shall include the commencement
and continuance of any legal proceedings. 
 2.6 Reinstatement. The guarantee contained in this Section 2 shall continue to be
effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Borrower Obligations or Guarantor Hedge Agreement Obligations is rescinded or must otherwise be restored or returned by the Administrative
Agent or any Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar
officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been made. 

2.7 Payments. The Borrower and each Guarantor hereby guarantees that payments by it hereunder will be paid to the Administrative Agent
without set-off or counterclaim (i) in the case of obligations in respect of Borrower Obligations arising under the Credit Agreement or any other Loan Document in Dollars at the Payment Office specified in the Credit Agreement and (ii) in
the case of obligations in respect of any Borrower Hedge Agreement Obligations or any Guarantor Hedge Agreement Obligations, in the currency and at the place specified in the applicable Specified Hedge Agreement. 

2.8 Keepwell. Each Qualified Keepwell Provider hereby jointly and severally absolutely, unconditionally, and irrevocably undertakes to provide
such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this guarantee in respect of any Swap Obligation (provided, however, that each Qualified Keepwell Provider shall only be
liable under this Section 2.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8, or otherwise under this guarantee, voidable under applicable law relating to
fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified Keepwell Provider under this Section 2.8 shall remain in full force and effect until the Borrower Obligations and the
obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by full and final payment in cash, no Letter of Credit shall be outstanding and the Revolving Credit Commitments shall be
terminated. Each Qualified Keepwell Provider intends that this Section 2.8 constitute, and this Section 2.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party
for all purposes of section 1a(18)(A)(v)(II) of the Commodity Exchange Act. 
 SECTION 3. GRANT OF SECURITY INTEREST 

3.1 Grantor Security Interest. Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative
Agent, for the ratable benefit of the Secured Parties, a security interest in, all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the 

  
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future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at
the stated maturity, by acceleration or otherwise) of such Grantor’s Obligations: 
 (a) all Accounts; 

(b) all Chattel Paper; 

(c) all Deposit Accounts (except for monies held as security for the obligations of others); 

(d) all Documents; 

(e) all Equipment; 

(f) all General Intangibles; 

(g) all Instruments; 

(h) all Intellectual Property; 

(i) all Inventory; 

(j) all Investment Property; 

(k) all Letter of Credit Rights; 

(l) all Goods and other property not otherwise described above; 

(m) all books and records pertaining to the Collateral; and 

(n) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing, all Supporting Obligations
in respect of any of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; 
 provided,
that the Collateral shall not include any Excluded Assets, and all references to any of the foregoing in this Agreement shall be deemed to exclude any Excluded Assets. 

  
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 SECTION 4. REPRESENTATIONS AND WARRANTIES 

To induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective
extensions of credit to the Borrower thereunder, each Grantor (other than the Parent, Holdings and SBA Senior Finance, except with respect to Sections 4.1(b), (c) and (d), 4.2, 4.3, 4.4 and 4.7) hereby represents and warrants to the
Administrative Agent and each Lender that: 
 4.1 Representations in Credit Agreement; the Parent’s and Holdings’
Representations. (a) In the case of each Guarantor, the representations and warranties set forth in Section 4 of the Credit Agreement as they relate to such Guarantor or to the Loan Documents to which such Guarantor is a party, each of
which is hereby incorporated herein by reference, are true and correct, and the Administrative Agent and each Lender shall be entitled to rely on each of them as if they were fully set forth herein, provided that each reference in each such
representation and warranty to the Borrower’s knowledge shall, for the purposes of this Section 4.1, be deemed to be a reference to such Guarantor’s knowledge. 

(b) In the case of the Parent: 

(i) Parent (A) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its
organization, (B) has the corporate power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (C) is duly qualified
as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification except to the extent the failure to be so qualified
could not, in the aggregate, reasonably be expected to have a Material Adverse Effect and (D) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be
expected to have a Material Adverse Effect. 
 (ii) Parent has the corporate power and authority, and the legal right, to
make, deliver and perform the Loan Documents to which it is a party and has taken all necessary corporate action to authorize the execution, delivery and performance of the Loan Documents to which it is a party. No consent or authorization of,
filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the execution, delivery, performance, validity or enforceability of the Loan Documents to which Parent is a party,
except the filings referred to in Section 4.19 of the Credit Agreement. This Agreement has been, and each other Loan Document to which it is a party will be, duly executed and delivered on behalf of the Parent. This Agreement constitutes, and
each other Loan Document to which it is a party when executed and delivered will constitute, a legal, valid and binding obligation of the Parent enforceable against the Parent in accordance with its terms, subject to the effects of bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied
covenant of good faith and fair dealing. 
 (iii) The execution, delivery and performance of the Loan Documents to which
Parent is a party (A) will not violate any Requirement of Law or Contractual Obligation of the Parent or of any of its Subsidiaries (other than the Securitization Subsidiaries) except (x) as could not, in the aggregate, reasonably be
expected to have a Material Adverse Effect and (y) for such Contractual Obligations pursuant to which the Administrative Agent is required to execute and deliver a non-disturbance agreement and (B) will not result in, or require, the


  
 14 








 
creation or imposition of any Lien on any of its or their respective properties or revenues pursuant to any such Requirement of Law or Contractual Obligation (other than pursuant to this
Agreement), except, with respect to such Requirements of Law, could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. 

(iv) No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the
knowledge of the Parent, threatened by or against the Parent or any of its Subsidiaries (other than the Securitization Subsidiaries) or against any of its or their respective properties or revenues (x) with respect to any of the Loan Documents
or any of the transactions contemplated hereby or thereby, or (y) which could reasonably be expected to have a Material Adverse Effect. 

(c) In the case of Holdings: 

(i) Holdings (A) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its
organization, (B) has the corporate power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (C) is duly qualified
as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification except to the extent the failure to be so qualified
could not, in the aggregate, reasonably be expected to have a Material Adverse Effect and (D) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be
expected to have a Material Adverse Effect. 
 (ii) Holdings has the corporate power and authority, and the legal right, to
make, deliver and perform the Loan Documents to which it is a party and has taken all necessary corporate action to authorize the execution, delivery and performance of the Loan Documents to which it is a party. No consent or authorization of,
filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the execution, delivery, performance, validity or enforceability of the Loan Documents to which Holdings is a
party, except the filings referred to in Section 4.19 of the Credit Agreement. This Agreement has been, and each other Loan Document to which it is a party will be, duly executed and delivered on behalf of Holdings. This Agreement constitutes,
and each other Loan Document to which it is a party when executed and delivered will constitute, a legal, valid and binding obligation of Holdings enforceable against Holdings in accordance with its terms, subject to the effects of bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied
covenant of good faith and fair dealing. 

  
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 (iii) The execution, delivery and performance of the Loan Documents to which
Holdings is a party (A) will not violate any Requirement of Law or Contractual Obligation of Holdings or of any of its Subsidiaries (other than the Securitization Subsidiaries) except (x) as could not, in the aggregate, reasonably be
expected to have a Material Adverse Effect and (y) for such Contractual Obligations pursuant to which the Administrative Agent is required to execute and deliver a non-disturbance agreement and (B) will not result in, or require, the
creation or imposition of any Lien on any of its or their respective properties or revenues pursuant to any such Requirement of Law or Contractual Obligation (other than pursuant to this Agreement), except, with respect to such Requirements of Law,
could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. 
 (iv) No litigation, investigation
or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of Holdings, threatened by or against Holdings or any of its Subsidiaries (other than the Securitization Subsidiaries) or against any of its or their
respective properties or revenues (x) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (y) which could reasonably be expected to have a Material Adverse Effect. 

(d) In the case of SBA Senior Finance: 

(i) SBA Senior Finance (A) is duly organized, validly existing and in good standing under the laws of the jurisdiction of
its organization, (B) has the corporate power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (C) is duly
qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification except to the extent the failure to be so
qualified could not, in the aggregate, reasonably be expected to have a Material Adverse Effect and (D) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate,
reasonably be expected to have a Material Adverse Effect. 
 (ii) SBA Senior Finance has the corporate power and authority,
and the legal right, to make, deliver and perform the Loan Documents to which it is a party and has taken all necessary corporate action to authorize the execution, delivery and performance of the Loan Documents to which it is a party. No consent or
authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the execution, delivery, performance, validity or enforceability of the Loan Documents to which
SBA Senior Finance is a party, except the filings referred to in Section 4.19 of the Credit Agreement. This Agreement has been, and each other 

  
 16 








 
Loan Document to which it is a party will be, duly executed and delivered on behalf of SBA Senior Finance. This Agreement constitutes, and each other Loan Document to which it is a party when
executed and delivered will constitute, a legal, valid and binding obligation of SBA Senior Finance enforceable against SBA Senior Finance in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair
dealing. 
 (iii) The execution, delivery and performance of the Loan Documents to which SBA Senior Finance is a party
(A) will not violate any Requirement of Law or Contractual Obligation of SBA Senior Finance or of any of its Subsidiaries (other than the Securitization Subsidiaries) except (x) as could not, in the aggregate, reasonably be expected to
have a Material Adverse Effect and (y) for such Contractual Obligations pursuant to which the Administrative Agent is required to execute and deliver a non-disturbance agreement and (B) will not result in, or require, the creation or
imposition of any Lien on any of its or their respective properties or revenues pursuant to any such Requirement of Law or Contractual Obligation (other than pursuant to this Agreement), except, with respect to such Requirements of Law, could not,
in the aggregate, reasonably be expected to have a Material Adverse Effect. 
 (iv) No litigation, investigation or
proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of SBA Senior Finance, threatened by or against SBA Senior Finance or any of its Subsidiaries (other than the Securitization Subsidiaries) or against
any of its or their respective properties or revenues (x) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (y) which could reasonably be expected to have a Material Adverse Effect.

 4.2 Title; No Other Liens. Except for the security interest granted to the Administrative Agent for the ratable benefit of the
Secured Parties pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Credit Agreement, such Grantor, owns each item of the Collateral free and clear of any and all Liens or claims of others. No financing
statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Administrative Agent, for the ratable benefit of the Secured Parties,
pursuant to this Agreement or as are permitted by the Credit Agreement. 
 4.3 Perfected First Priority Liens. The security interests
granted pursuant to this Agreement (a) (i) upon completion of the filings and other actions specified on Schedule 3 (which have been delivered to the Administrative Agent in completed and duly executed form) will constitute
valid perfected security interests in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, in those types of Collateral in which a security interest may be perfected by the filing of financing statements (other than
fixtures), and (ii) upon delivery to the Administrative Agent of certificates representing the Pledged Securities, indorsed in blank by an effective indorsement or accompanied by undated stock powers with respect thereto duly indorsed in blank
by an effective indorsement, will constitute valid perfected 

  
 17 








 
security interests in favor of the Administrative Agent, for the ratable benefit of the Lenders, in the Pledged Securities, in each case, as collateral security for such Grantor’s
Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any such Collateral from such Grantor, to the extent a security interest on such Collateral can be perfected by
control and (b) are prior to all other Liens on such Collateral in existence on the date hereof except for unrecorded Liens permitted by the Credit Agreement which have priority over the Liens on such Collateral by operation of law and, except
in the case of Pledged Stock, Liens permitted by Section 7.3 of the Credit Agreement. 
 4.4 Jurisdiction of Organization; Chief
Executive Office. On the date hereof, such Grantor’s jurisdiction of organization, identification number from the jurisdiction of organization (if any), and the location of such Grantor’s chief executive office or sole place of
business or principal residence, as the case may be, are specified on Schedule 4. Such Grantor has furnished to the Administrative Agent a certified charter, certificate of incorporation or other organization document and long-form good
standing certificate as of a date which is recent to the date hereof. 
 4.5 Inventory and Equipment. On the date hereof, all material
Inventory and the Equipment (other than mobile goods) are kept at the locations listed on Schedule 5. 
 4.6 Farm Products. None
of the Collateral constitutes, or is the Proceeds of, Farm Products. 
 4.7 Investment Property. (a) In the case of each Grantor,
the shares of Pledged Stock pledged by such Grantor hereunder constitute all the issued and outstanding shares of all classes of the Capital Stock of each Issuer owned by such Grantor or, in the case of Foreign Subsidiary Voting Stock, if less, 65%
of the outstanding Foreign Subsidiary Voting Stock of each relevant Issuer. 
 (b) All the shares of the Pledged Stock have been duly and
validly issued and are fully paid and nonassessable. 
 (c) Each of the Pledged Notes constitutes the legal, valid and binding obligation of
the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights
generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. 

(d) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder,
free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement and the Liens permitted by Section 7.3 of the Credit Agreement. 

4.8 Receivables. (a) No amount payable to such Grantor under or in connection with any Receivable is evidenced by any Instrument or Chattel
Paper which has not been delivered to the Administrative Agent to the extent required by Section 5.2. 

  
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 (b) The amounts represented by such Grantor to the Lenders from time to time as owing to such
Grantor in respect of the Receivables will at such times be accurate in all material respects. 
 4.9 Intellectual
Property. (a) Schedule 6 lists all Intellectual Property owned by such Grantor in its own name on the date hereof. 

(b) On the date hereof, all material Intellectual Property of such Guarantor described on Schedule 6 (other than the Excluded
Trademarks) is valid, subsisting, unexpired and enforceable, has not been abandoned and does not infringe the intellectual property rights of any other Person. 

(c) Except as set forth in Schedule 6, on the date hereof, none of the Intellectual Property is the subject of any licensing or
franchise agreement pursuant to which such Grantor is the licensor or franchisor. 
 (d) No holding, decision or judgment has been rendered
by any Governmental Authority which would limit, cancel or question the validity of, or such Grantor’s rights in, any Intellectual Property in any respect that could reasonably be expected to have a Material Adverse Effect. 

(e) Except in the case of the Excluded Trademarks, no action or proceeding is pending, or, to the knowledge of such Grantor, threatened, on
the date hereof (i) seeking to limit, cancel or question the validity of any Intellectual Property or such Grantor’s ownership interest therein, or (ii) which, if adversely determined, would have a material adverse effect on the value
of any Intellectual Property. 
 SECTION 5. COVENANTS 

Each Grantor covenants and agrees with the Administrative Agent and the Secured Parties that, from and after the date of this Agreement until
the Obligations shall have been paid in full, no Letter of Credit shall be outstanding and the Revolving Credit Commitments shall have terminated: 

5.1 Covenants in Credit Agreement. In the case of each Guarantor, such Guarantor shall take, or shall refrain from taking, as the case may
be, each action that is necessary to be taken or not taken, as the case may be, so that no Default or Event of Default is caused by the failure to take such action or to refrain from taking such action by such Guarantor or any of its Subsidiaries.

 5.2 Delivery of Instruments and Chattel Paper. If any amount payable under or in connection with any of the Collateral shall be or become
evidenced by any Instrument, Certificated Security or Chattel Paper in an amount exceeding $1,000,000, such Instrument, Certificated Security or Chattel Paper shall be immediately delivered to the Administrative Agent, duly indorsed in a manner
satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Agreement. 

  
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 5.3 Maintenance of Insurance. (a) Such Grantor will maintain, with financially sound
and reputable companies, insurance policies in accordance with Section 6.5 of the Credit Agreement. 
 (b) All such insurance shall
(i) provide that no cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least 30 days (or, in the case of non-payment of premium, ten days), after receipt by the Administrative
Agent of written notice thereof, to the extent reasonably practicable, (ii) name the Administrative Agent as insured party or loss payee, and (iii) if reasonably requested by the Administrative Agent, include a breach of warranty clause
and (iv) be reasonably satisfactory in all other respects to the Administrative Agent. 
 (c) The Borrower shall deliver to the
Administrative Agent and the Lenders a report of a reputable insurance broker with respect to such insurance substantially concurrently with the delivery by the Borrower to the Administrative Agent of its audited financial statements for each fiscal
year and such supplemental reports with respect thereto as the Administrative Agent may from time to time reasonably request. 
 5.4 Payment
of Obligations. Such Grantor will pay and discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all taxes, assessments and governmental charges or levies imposed upon the Collateral or in
respect of income or profits therefrom, as well as all claims of any kind (including, without limitation, claims for labor, materials and supplies) against or with respect to the Collateral, except that no such charge need be paid if the amount or
validity thereof is currently being contested in good faith by appropriate proceedings, reserves in conformity with GAAP with respect thereto have been provided on the books of such Grantor and such proceedings could not reasonably be expected to
result in the sale, forfeiture or loss of any material portion of the Collateral or any interest therein and except with respect to state and local tax returns relating to taxes in an aggregate amount not exceeding $2,000,000 at any one time
outstanding (after applying loss probability factors in accordance with GAAP). 
 5.5 Maintenance of Perfected Security Interest; Further
Documentation (a). (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.3 and shall defend such security interest against the claims
and demands of all Persons whomsoever. 
 (b) Such Grantor will furnish to the Administrative Agent and the Lenders from time to time
statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection with the Collateral as the Administrative Agent may reasonably request, all in reasonable detail. 

(c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such
Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full
benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements 

  
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under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) in the case of Investment Property,
taking, to the extent required by the Credit Agreement, any actions necessary to enable the Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto. 

(d) At any time when the obligor on any Receivables is a Governmental Authority and such Receivables constitute more than 5% of all
Receivables, upon the request of the Administrative Agent, such Grantor shall execute and deliver all such documents and instruments, and take all such actions, in order to comply with the requirements of the Federal Assignment of Claims Act and any
other similar requirement of any other Governmental Authority. 
 5.6 Changes in Locations, Name, etc. Such Grantor will not, except
upon ten days’ prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional executed financing statements and other documents reasonably requested by the Administrative Agent to maintain the
validity, perfection and priority of the security interests provided for herein: 
 (i) change its jurisdiction of
organization or the location of its chief executive office or sole place of business or principal residence from that referred to in Section 4.4; or 

(ii) change its name. 

5.7 Notices. Such Grantor will advise the Administrative Agent and the Lenders promptly, in reasonable detail, of: 

(a) any Lien (other than security interests created hereby or Liens permitted under the Credit Agreement) on any of the
Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder; and 

(b) the occurrence of any other event which could reasonably be expected to have a material adverse effect on the aggregate
value of the Collateral or on the security interests created hereby. 
 5.8 Investment Property. (a) If such Grantor shall become entitled
to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection
with any reorganization), option or rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such
Grantor shall accept the same as the agent of the Administrative Agent and the Secured Parties, hold the same in trust for the Administrative Agent and the Secured Parties and deliver the same forthwith to the Administrative Agent in the exact form
received, duly indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature
guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as 

  
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additional collateral security for the Obligations. Any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the
Administrative Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or
with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security
interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the related Obligations. If any sums of money or property so paid or distributed in respect of
the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Secured Parties, segregated from other funds
of such Grantor as additional collateral security for the Obligations. Notwithstanding the foregoing, the Grantors shall not be required to pay over to the Administrative Agent or deliver to the Administrative Agent as Collateral any proceeds of any
liquidation or dissolution of any Issuer, or any distribution of capital or property in respect of any Investment Property, to the extent that (i) such liquidation, dissolution or distribution, if treated as a Disposition of or Restricted
Payment by the relevant Issuer, would be permitted by the Credit Agreement and (ii) the proceeds thereof are applied toward prepayment of the Term Loans, if any, and Revolving Credit Loans and reduction of Revolving Credit Commitments to the
extent required by the Credit Agreement. 
 (b) Without the prior written consent of the Administrative Agent, such Grantor will not
(i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or
other equity securities of any nature of any Issuer, unless such securities are delivered to the Administrative Agent to the extent required by the Credit Agreement, concurrently with the issuance thereof, to be held by the Administrative Agent as
Collateral, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement),
(iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this
Agreement or Liens permitted by Section 7.3 of the Credit Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Pledged
Securities or Proceeds thereof. 
 (c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by
the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of
the events described in Section 5.8(a) with respect to the Pledged Securities issued by it and (iii) the terms of Sections 6.3(c) and 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be
required of it pursuant to Section 6.3(c) or 6.7 with respect to the Pledged Securities issued by it. 

  
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 (d) In the case of any issuance of stock or other equity securities permitted by
Section 5.8(b), such Grantor shall deliver to the Administrative Agent within five Business Days of such issuance a revised Schedule 2 which schedule such Grantor shall represent is complete and correct as of the date of such
delivery. Such Grantor hereby further acknowledges that such stock or equity securities shall be deemed to be Pledged Securities hereunder. 

(e) Each Issuer that is a partnership or a limited liability company (i) confirms that none of the terms of any equity interest issued by
it provides that such equity interest is a “security” within the meaning of Sections 8-102 and 8-103 of the New York UCC (a “Security”), (ii) agrees that it will take no action to cause or permit any such equity
interest to become a Security, (iii) agrees that it will not issue any certificate representing any such equity interest and (iv) agrees that if, notwithstanding the foregoing, any such equity interest shall be or become a Security, such
Issuer will (and the Grantor that holds such equity interest hereby instructs such Issuer to) comply with instructions originated by the Administrative Agent without further consent by such Grantor. 

5.9 Receivables. (a) Other than in the ordinary course of business consistent with its past practice, such Grantor will not
(i) grant any extension of the time of payment of any Receivable, (ii) compromise or settle any Receivable for less than the full amount thereof, (iii) release, wholly or partially, any Person liable for the payment of any Receivable,
(iv) allow any credit or discount whatsoever on any Receivable or (v) amend, supplement or modify any Receivable in any manner that could adversely affect the value thereof except for such actions described in the foregoing clauses
(i) through (v) which, individually or in the aggregate, affect less than 5% of the aggregate amount of Receivables at the time of the actions described in the foregoing clauses (i) through (v). 

(b) Such Grantor will deliver to the Administrative Agent a copy of each material demand, notice or document received by it that questions or
calls into doubt the validity or enforceability of more than 5% of the aggregate amount of the then outstanding Receivables. 
 5.10
Intellectual Property. (a) Such Grantor (either itself or through licensees) will (i) continue to use each material Trademark (other than the Excluded Trademarks) on each and every trademark class of goods applicable to its current
line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark (other than the Excluded Trademarks) in full force free from any claim of abandonment for non-use, (ii) maintain as in the past the quality
of products and services offered under such Trademark (other than the Excluded Trademarks), (iii) use such Trademark (other than the Excluded Trademarks) with the appropriate notice of registration and all other notices and legends required by
applicable Requirements of Law, (iv) not adopt or use any mark which is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the Secured Parties, shall obtain a perfected
security interest in such mark pursuant to this Agreement, and (v) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby such Trademark (other than the Excluded Trademarks) may become
invalidated or impaired in any way. 
 (b) Such Grantor (either itself or through licensees) will not do any act, or omit to do any act,
whereby any material Patent may become forfeited, abandoned or dedicated to the public. 

  
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 (c) Such Grantor (either itself or through licensees) (i) will employ each material
Copyright and (ii) will not (and will not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any material portion of the Copyrights may become invalidated or otherwise impaired. Such Grantor will
not (either itself or through licensees) do any act whereby any material portion of the Copyrights may fall into the public domain. 
 (d)
Such Grantor (either itself or through licensees) will not do any act that knowingly uses any material Intellectual Property to infringe the intellectual property rights of any other Person. 

(e) Such Grantor will notify the Administrative Agent and the Lenders immediately if it knows, or has reason to know, that any application or
registration relating to any material Intellectual Property (other than the Excluded Trademarks) may become forfeited, abandoned or dedicated to the public, or of any adverse determination or development (including, without limitation, the
institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court or tribunal in any country) regarding such Grantor’s ownership of, or
the validity of, any material Intellectual Property or such Grantor’s right to register the same or to own and maintain the same. 

(f) Whenever such Grantor, either by itself or through any agent, employee, licensee or designee, shall file an application for the
registration of any Intellectual Property with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, such Grantor shall report
such filing to the Administrative Agent within five Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Administrative Agent, such Grantor shall execute and deliver, and have recorded, any and all
reasonably necessary agreements, instruments, documents, and papers as the Administrative Agent may request to evidence the Administrative Agent’s and the Secured Parties’ security interest in any Copyright, Patent or Trademark and the
goodwill and general intangibles of such Grantor relating thereto or represented thereby. 
 (g) Such Grantor will take all reasonable and
necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to
maintain and pursue each application relating to any material Intellectual Property (and to obtain the relevant registration) and to maintain each registration of the material Intellectual Property (other than the Excluded Trademarks), including,
without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. 
 (h) In the event that any
material Intellectual Property is infringed, misappropriated or diluted by a third party, such Grantor shall (i) take such actions as such Grantor shall reasonably deem appropriate under the circumstances to protect such Intellectual Property
and (ii) if such Intellectual Property is of material economic value, promptly notify the Administrative Agent after it learns thereof and sue for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to
recover any and all damages for such infringement, misappropriation or dilution. 

  
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 SECTION 6. REMEDIAL PROVISIONS 

6.1 Certain Matters Relating to Receivables. (a) The Administrative Agent shall have the right, at any time after the occurrence and
during the continuance of an Event of Default, to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the
Administrative Agent may require in connection with such test verifications. At any time and from time to time after the occurrence and during the continuance of an Event of Default, upon the Administrative Agent’s request and at the expense of
the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial
balances for, the Receivables. 
 (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables,
subject to the Administrative Agent’s direction and control after the occurrence and during the continuance of an Event of Default, and the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during
the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be
forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and
control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Secured Parties only as provided in Section 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the
Administrative Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included
in the deposit. 
 (c) At the Administrative Agent’s request, each Grantor shall deliver to the Administrative Agent all original and
other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts. 

(d) At any time after the occurrence and during the continuance of an Event of Default, each Guarantor will cooperate with the Administrative
Agent to establish a system of lockbox accounts, under the sole dominion and control of the Administrative Agent, into which all Receivables shall be paid and from which all collected funds will be transferred to a Collateral Account. 

6.2 Communications with Obligors; Grantors Remain Liable. (a) The Administrative Agent in its own name or in the name of others may
at any time after the occurrence and during the continuance of an Event of Default communicate with obligors under the Receivables to verify with them to the Administrative Agent’s satisfaction the existence, amount and terms of any
Receivables. 

  
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 (b) Upon the request of the Administrative Agent at any time after the occurrence and during the
continuance of an Event of Default, each Grantor shall notify obligors on the Receivables that the Receivables have been assigned to the Administrative Agent for the ratable benefit of the Secured Parties and that payments in respect thereof shall
be made directly to the Administrative Agent. 
 (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under
each of the Receivables (or any agreement giving rise thereto) to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither
the Administrative Agent nor any Secured Party shall have any obligation or liability under any Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Administrative Agent or any Secured
Party of any payment relating thereto, nor shall the Administrative Agent or any Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Receivable (or any agreement giving rise thereto), to
make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance
or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. 
 6.3
Pledged Stock. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights
pursuant to Section 6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the
relevant Issuer and consistent with past practice, to the extent permitted in the Credit Agreement or for any purpose permitted by Section 7.6 of the Credit Agreement, and to exercise all voting and corporate or other organizational rights with
respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which, in the Administrative Agent’s reasonable judgment, would impair the
Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. 

(b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights
to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations
in the order set forth in Section 6.5, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise
(x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any
other rights, privileges or options pertaining to such Pledged Securities as if 

  
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it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization,
recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities,
and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may
determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to
do so or delay in so doing. 
 (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such
Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of
this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other
payments with respect to the Pledged Securities directly to the Administrative Agent. 
 6.4 Proceeds to be Turned Over To Administrative
Agent. In addition to the rights of the Administrative Agent and the Secured Parties specified in Section 6.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing, all Proceeds received by any
Grantor consisting of cash, checks and Instruments shall be held by such Grantor in trust for the Administrative Agent and the Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned
over to the Administrative Agent in the exact form received by such Grantor, as applicable (duly indorsed by such Grantor to the Administrative Agent, if required). All Proceeds received by the Administrative Agent hereunder shall be held by the
Administrative Agent in a Collateral Account maintained under its sole dominion and control. All Proceeds while held by the Administrative Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent and the Secured
Parties) shall continue to be held as collateral security for all of the related Obligations and shall not constitute payment thereof until applied as provided in Section 6.5. 

6.5 Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of
Default shall have occurred and be continuing, at any time at the Administrative Agent’s election, the Administrative Agent shall distribute all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and
any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: 
 First, to pay
incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; 

  
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 Second, to the Administrative Agent, for application by it towards payment of amounts then
due and owing and remaining unpaid in respect of the Obligations, pro rata among the Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the Secured Parties; 

Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Secured
Parties according to the amounts of the Obligations then held by the Secured Parties; 
 Fourth, to the Administrative Agent, for
application by it to remainder of Borrower Hedge Agreement Obligations and Guarantor Hedge Agreement Obligations then outstanding; and 

Fifth, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be
outstanding, and the Revolving Credit Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same. 

6.6 Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Secured
Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the
New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice
required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon
the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more
parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best,
for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private
sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative
Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent shall
apply the net proceeds of any action taken by it pursuant to this Section 6.6 with respect to any Grantor’s Collateral, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the
care or safekeeping of any of the Collateral of such Grantor or in any way relating to the Collateral or the rights of the Administrative Agent and the Secured Parties hereunder with respect thereto, including, without limitation, reasonable
attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations of such Grantor, in the order specified in Section 6.5 and only after such 

  
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application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC,
need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any Secured Party
arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten days before such sale
or other disposition. 
 6.7 Registration Rights. (a) If the Administrative Agent shall determine to exercise its right to sell
any or all of the Pledged Stock pursuant to Section 6.6, and if in the opinion of the Administrative Agent it is necessary or advisable to have the Pledged Stock, or that portion thereof to be sold, registered under the provisions of the
Securities Act, the relevant Grantor will cause the Issuer thereof to (i) execute and deliver, and cause the directors and officers of such Issuer to execute and deliver, all such instruments and documents, and do or cause to be done all such
other acts as may be, in the opinion of the Administrative Agent, necessary or advisable to register the Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) use its best efforts to cause the
registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of the Pledged Stock, or that portion thereof to be sold, and (iii) make all amendments
thereto and/or to the related prospectus which, in the opinion of the Administrative Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange
Commission applicable thereto. Each Grantor agrees to cause such Issuer to comply with the provisions of the securities or “Blue Sky” laws of any and all jurisdictions which the Administrative Agent shall designate and to make available to
its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. 

(b) Each Grantor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged Stock, by reason of
certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among
other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less
favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to
delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree
to do so. 
 (c) Each Grantor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such
sale or sales of all or any portion of the Pledged Stock pursuant to this Section 6.7 valid and binding and in compliance with any and all other applicable Requirements of Law. Each Grantor further agrees that a breach of any of the covenants
contained in this Section 6.7 will cause irreparable injury to the Administrative Agent 

  
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and the Secured Parties, that the Administrative Agent and the Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant
contained in this Section 6.7 shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no
Event of Default has occurred under the Credit Agreement. 
 6.8 Subordination. Each Grantor hereby agrees that, upon the occurrence and
during the continuance of an Event of Default, unless otherwise agreed by the Administrative Agent, all Indebtedness owing by it to any Subsidiary of the Borrower shall be fully subordinated to the indefeasible payment in full in cash of such
Grantor’s obligations. 
 6.9 Waiver; Deficiency. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or
other disposition of the Collateral are insufficient to pay its Obligations and the fees and disbursements of any attorneys employed by the Administrative Agent or any Secured Party to collect such deficiency. 

SECTION 7. THE ADMINISTRATIVE AGENT 

7.1 Administrative Agent’s Appointment as Attorney-in-Fact, etc. (a) Each Grantor hereby irrevocably constitutes and appoints the
Administrative Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor, as applicable, and in the name of such
Grantor, as the case may be, or in its own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to
accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent the power and right, on behalf of such Grantor, as the case may be, without notice to or assent by
such Grantor, to do any or all of the following: 
 (i) in the name of such Grantor or its own name, or otherwise, take
possession of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Receivable or with respect to any other Collateral and file any claim or take any other action or proceeding in
any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any Receivable or with respect to any other Collateral whenever payable; 

(ii) in the case of any Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments,
documents and papers as the Administrative Agent may request to evidence the Administrative Agent’s and the Secured Parties’ security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating
thereto or represented thereby; 
 (iii) pay or discharge taxes and Liens levied or placed on or threatened against the
Collateral, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof; 

  
 30 








 (iv) execute, in connection with any sale provided for in Section 6.6 or
6.7, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; 
 (v)
(1) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (2) ask or
demand for, collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (3) sign and indorse any invoices, freight or express
bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral; (4) commence and prosecute any suits, actions or proceedings at law
or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (5) defend any suit, action or proceeding brought against such Grantor with
respect to any Collateral; (6) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate; (7) assign any Copyright,
Patent or Trademark (along with the goodwill of the business to which any such Copyright, Patent or Trademark pertains), throughout the world for such term or terms, on such conditions, and in such manner, as the Administrative Agent shall in its
sole discretion determine; and (8) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof
for all purposes, and do, at the Administrative Agent’s option and such Grantor’s expense, as the case may be, at any time, or from time to time, all acts and things which the Administrative Agent deems necessary to protect, preserve or
realize upon the Collateral and the Administrative Agent’s and the Secured Parties’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do; and 

(vi) license or sublicense whether on an exclusive or non-exclusive basis, any Intellectual Property for such term and on such
conditions and in such manner as the Administrative Agent shall in its sole judgment determine and, in connection therewith, such Grantor hereby grants to the Administrative Agent for the benefit of the Secured Parties a royalty-free, world-wide
irrevocable license of its Intellectual Property. 
 Anything in this Section 7.1(a) to the contrary notwithstanding, the
Administrative Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 7.1(a) unless an Event of Default shall have occurred and be continuing. 

  
 31 








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

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

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

7.2 Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical
preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the
Administrative Agent, any Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any
obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent
and the Secured Parties hereunder are solely to protect the Administrative Agent’s and the Secured Parties’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Secured Party to exercise any such
powers. The Administrative Agent and the Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and, except as provided in the first sentence of this Section, neither they nor any
of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct. 

7.3 Execution of Financing Statements. Pursuant to any applicable law, each Grantor authorizes the Administrative Agent to file or record
financing statements and other filing or recording documents or instruments with respect to the Collateral without the signature of such Grantor in such form and in such offices as the Administrative Agent reasonably determines appropriate to
perfect the security interests of the Administrative Agent under this Agreement. Each Grantor authorizes the Administrative Agent to use the collateral description “all personal property” or “all assets” in any such financing
statements. Each Grantor hereby ratifies and authorizes the filing by the Administrative Agent of any financing statement with respect to the Collateral made prior to the date hereof. 

  
 32 








 7.4 Authority of Administrative Agent. Each Grantor acknowledges that the rights and
responsibilities of the Administrative Agent under this Agreement with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent of any option, voting right, request, judgment or other right
or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Administrative Agent and the Secured Parties, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from
time to time among them, but, as between the Administrative Agent and the Grantors, the Administrative Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting,
and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority. Notwithstanding any other provision herein or in any Loan Document, the only duty or responsibility of the Administrative Agent to any
Qualified Counterparty under this Agreement is the duty to remit to such Qualified Counterparty any amounts to which it is entitled pursuant to Section 6.5. 

SECTION 8. MISCELLANEOUS 

8.1 Amendments in Writing. None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified
except in accordance with Section 10.1 of the Credit Agreement. 
 8.2 Notices. All notices, requests and demands to or upon the
Administrative Agent or any Grantor hereunder shall be effected in the manner provided for in Section 10.2 of the Credit Agreement; provided that any such notice, request or demand to or upon any Guarantor shall be addressed to such
Person at its notice address set forth on Schedule 1. 
 8.3 No Waiver by Course of Conduct; Cumulative Remedies. Neither
the Administrative Agent nor any Secured Party shall by any act (except by a written instrument pursuant to Section 8.1), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in
any Default or Event of Default. No failure to exercise, nor any delay in exercising, on the part of the Administrative Agent or any Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial
exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Administrative Agent or any Secured Party of any right or remedy
hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Administrative Agent or such Secured Party would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be
exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law. 
 8.4 Enforcement Expenses;
Indemnification. (a) Each Guarantor agrees to pay, or reimburse each Secured Party and the Administrative Agent for, all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2
or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of
in-house counsel) to each Lender and of counsel to the Administrative Agent. 

  
 33 








 (b) Each Guarantor agrees to pay, and to save the Administrative Agent and the Secured Parties
harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection
with any of the transactions contemplated by this Agreement. 
 (c) Each Guarantor agrees to pay, and to save the Administrative Agent and
the Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement,
performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section 10.5 of the Credit Agreement. 

(d) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the
other Loan Documents. 
 8.5 Successors and Assigns. This Agreement shall be binding upon the successors and assigns of each Grantor
and shall inure to the benefit of the Administrative Agent and the Secured Parties and their successors and assigns; provided that no Grantor may assign, transfer or delegate any of its rights or obligations under this Agreement without the
prior written consent of the Administrative Agent. 
 8.6 Set-Off. Each Grantor hereby irrevocably authorizes the Administrative Agent
and each Secured Party at any time and from time to time while an Event of Default shall have occurred and be continuing, without notice to such Grantor or any other Grantor, any such notice being expressly waived by each Grantor, to set-off and
appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent,
matured or unmatured, at any time held or owing by the Administrative Agent or such Secured Party to or for the credit or the account of such Grantor, or any part thereof in such amounts as the Administrative Agent or such Secured Party may elect,
against and on account of the obligations and liabilities of such Grantor to the Administrative Agent or such Secured Party hereunder and claims of every nature and description of the Administrative Agent or such Secured Party against such Grantor,
in any currency, whether arising hereunder, under the Credit Agreement, any other Loan Document or otherwise, as the Administrative Agent or such Secured Party may elect, whether or not the Administrative Agent or any Secured Party has made any
demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Administrative Agent and each Secured Party shall notify such Grantor promptly of any such set-off and the application made by the
Administrative Agent or such Secured Party of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Administrative Agent and each Secured Party
under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Administrative Agent or such Secured Party may have. 

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

  
 34 








 8.8 Severability. Any provision of this Agreement which is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction. 
 8.9 Section Headings. The Section headings used in this
Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof. 

8.10 Integration. This Agreement and the other Loan Documents represent the agreement of the Grantors, the Administrative Agent and the
Secured Parties with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent or any Secured Party relative to subject matter hereof and thereof not
expressly set forth or referred to herein or in the other Loan Documents. 
 8.11 GOVERNING LAW. THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
 8.12 Submission To Jurisdiction;
Waivers. Each Grantor hereby irrevocably and unconditionally: 
 (a) submits for itself and its property in any legal
action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general
jurisdiction of the Courts of the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof; 

(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or
hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; 

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or
certified mail (or any substantially similar form of mail), postage prepaid, to such Grantor at its address referred to in Section 8.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; 

(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or
shall limit the right to sue in any other jurisdiction; and 
 (e) waives, to the maximum extent not prohibited by law, any
right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages. 

  
 35 








 8.13 Acknowledgments. Each Grantor hereby acknowledges that: 

(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents to
which it is a party; 
 (b) neither the Administrative Agent nor any Secured Party has any fiduciary relationship with or
duty to any Grantor arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship among the Grantors, on the one hand, and the Administrative Agent and Secured Parties, on the other hand, in connection
herewith or therewith is solely that of debtor and creditor; and 
 (c) no joint venture is created hereby or by the other
Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Secured Parties or among the Grantors and the Secured Parties. 

8.14 Additional Grantors. Each Subsidiary of the Parent that is required to become a party to this Agreement pursuant to Section 6.9
of the Credit Agreement shall become a Grantor for all purposes of this Agreement upon execution and delivery by such Subsidiary of an Assumption Agreement in the form of Annex I hereto. 

8.15 Releases. (a) At such time as the Loans, Reimbursement Obligations and the other Obligations (other than Borrower Hedge
Agreement Obligations and Guarantor Hedge Agreement Obligations) shall have been paid in full, the Revolving Credit Commitments have been terminated and no Letters of Credit shall be outstanding, the Collateral shall be released from the Liens
created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of
any act by any party, and all rights to the Collateral shall revert to the Grantors. At the request and sole expense of any Grantor following any such termination, the Administrative Agent shall deliver to such Grantor any Collateral held by the
Administrative Agent hereunder, and promptly execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. 

(b) If any of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the Credit
Agreement, then the Administrative Agent, at the request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably necessary or desirable for the release of the Liens created hereby on
such Collateral. At the request and sole expense of the Borrower, a Guarantor shall be released from its obligations hereunder in the event that all the Capital Stock of such Guarantor shall be sold, transferred or otherwise disposed of in a
transaction permitted by the Credit Agreement; provided that the Borrower shall have delivered to the Administrative Agent, to the extent requested thereby, the terms of the sale or other disposition or conversion in reasonable detail,
including the price thereof and any expenses in connection therewith, together with a certification by the Borrower stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents. 

  
 36 








 (c) No consent of any Qualified Counterparty shall be required for any release of Collateral or
Guarantors pursuant to this Section. 
 8.16 WAIVER OF JURY TRIAL. EACH GRANTOR AND, BY ACCEPTANCE OF THE BENEFITS HEREOF, EACH AGENT
AND EACH SECURED PARTY, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN. 

  
 37 








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

			
	 SBA COMMUNICATIONS CORPORATION
 SBA
NETWORK SERVICES, LLC
 SBA PUERTO RICO, INC.
 SBA SENIOR
FINANCE II LLC

	SBA SENIOR FINANCE, LLC
	SBA SITE MANAGEMENT, LLC
	SBA TELECOMMUNICATIONS, LLC
	SBA TOWERS II LLC
	SBA TOWERS III LLC
	SBA TOWERS, LLC
	SBA LAND LLC
	SBA DAS, LLC


 
			
		
	By:	 	/S/ THOMAS P. HUNT
		 	Name:  Thomas P. Hunt
		 	Title:  Executive Vice President and General Counsel


 [Signature Page to Guarantee and Collateral Agreement] 







 
			
	TORONTO DOMINION (TEXAS) LLC, as
	Administrative Agent


 
			
		
	By:	 	/S/ BEBI YASIN
		 	Name:  Bebi Yasin
		 	Title:  Authorized Signatory


 [Signature Page to Guarantee and Collateral Agreement] 







 Schedule 1 

NOTICE ADDRESSES OF GUARANTORS 

The notice address of each Guarantor is as follows: 

c/o SBA 
 5900 Broken Sound Parkway,
NW 
 Boca Raton, FL 33487 

Attention: General Counsel 







 Schedule 2 

DESCRIPTION OF PLEDGED SECURITIES 

Pledged Stock: 
  

									
	 Issuer
	  	 Class of Stock
	  	 Stock
Certificate

No.
	  	 Number of
Shares
	  	 Pledged by Grantor

					
	 SBA Site Management, LLC
	  		  	uncertificated membership interest (100%)	  		  	SBA Towers, LLC
					
	 SBA Network Services, LLC
	  		  	uncertificated membership interest (100%)	  		  	SBA Senior Finance II LLC
					
	 SBA Puerto Rico, Inc.
	  	Common Stock	  	10	  	1,000	  	SBA Senior Finance II LLC
					
	 SBA Senior Finance II LLC
	  		  	uncertificated membership interest (100%)	  		  	SBA Senior Finance, LLC
					
	 SBA Senior Finance, LLC
	  		  	uncertificated membership interest (100%)	  		  	SBA Telecommunications, LLC
					
	 SBA Telecommunications, LLC
	  		  	uncertificated membership interest (100%)	  		  	SBA Communications Corporation









									
	 SBA Towers, LLC
	  		  	uncertificated membership interest (100%)	  		  	SBA Senior Finance II LLC
					
	 SBA Towers II LLC
	  		  	uncertificated membership interest (100%)	  		  	SBA Towers, LLC
					
	 SBA Towers III LLC
	  		  	uncertificated membership interest (100%)	  		  	SBA Senior Finance II LLC
					
	 SBA Land, LLC
	  		  	uncertificated membership interest (100%)	  		  	SBA Towers II LLC
					
	 SBA DAS, LLC
	  		  	uncertificated membership interest (100%)	  		  	SBA Senior Finance II LLC
					
	 SBA Canada Holdings, Inc.
	  	Common Stock	  	11	  	18,685,639	  	SBA Senior Finance II LLC
					
	 Central America Equityholder, LLC
	  		  	Uncertificated membership interest (65%)	  		  	SBA Senior Finance II LLC








 Pledged Notes/Payables: 

None. 







 Schedule 3 

FILINGS AND OTHER ACTIONS 

REQUIRED TO PERFECT SECURITY INTEREST 
 Actions
With Regard to Security Interests in Collateral (Other than Fixtures) that can be Perfected by Filing Financing Statements: 
 File UCC Financing
Statements in the Florida Secured Transaction Registry with respect to the following: 
 SBA Communications Corporation 

SBA Network Services, LLC 
 SBA Puerto Rico, Inc. 

SBA Senior Finance, LLC 
 SBA Senior Finance II LLC 

SBA Site Management, LLC 
 SBA Telecommunications, LLC 

SBA Towers, LLC 
 SBA Towers II LLC 

SBA Towers III LLC 
 SBA DAS, LLC 

File UCC Financing Statements with the Delaware Department of State with respect to: 

SBA Land, LLC 
 Actions With Regard to Patents and
Trademarks: 
 File United States Intellectual Property listed on Schedule 6 in the Patent and Trademark Filing Office. 

Actions With Regard to Pledged Securities: 
 1.
Certificated Stock: Acquire and maintain possession of the stock certificates an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor, for pledges of common stock listed on Schedule
2. 
 Actions with Regard to Pledged Notes: 

Acquire and maintain possession of the pledged notes listed on Schedule 2, endorsed (without recourse) in blank or accompanied by an executed transfer form in
blank. 







 Schedule 4 

LOCATION OF JURISDICTION OF ORGANIZATION

AND CHIEF EXECUTIVE OFFICE 
  

							
	 Entity
	  	 Jurisdiction of
Organization
	  	 Identification Number
	  	 Chief Executive Office

				
	 SBA Site Management LLC
	  	Florida	  	L06000105092	  	 5900 Broken Sound Parkway NW
 Boca Raton, FL
33487

				
	 SBA Communications Corporation
	  	Florida	  	P96000103330	  	 5900 Broken Sound Parkway NW
 Boca Raton, FL
33487

				
	 SBA Network Services, LLC
	  	Florida	  	L11000076136	  	 5900 Broken Sound Parkway NW
 Boca Raton, FL
33487

				
	 SBA Puerto Rico, Inc.
	  	Florida	  	P00000068867	  	 5900 Broken Sound Parkway NW
 Boca Raton, FL
33487

				
	 SBA Senior Finance II LLC
	  	Florida	  	L05000120234	  	 5900 Broken Sound Parkway NW
 Boca Raton, FL
33487

				
	 SBA Senior Finance, LLC
	  	Florida	  	L11000076142	  	 5900 Broken Sound Parkway NW
 Boca Raton, FL
33487

				
	 SBA Telecommunications, LLC
	  	Florida	  	L12000158487	  	 5900 Broken Sound Parkway NW
 Boca Raton, FL
33487

				
	 SBA Towers, LLC
	  	Florida	  	L11000076140	  	 5900 Broken Sound Parkway NW
 Boca Raton, FL
33487

				
	 SBA Towers II LLC
	  	Florida	  	L06000077326	  	 5900 Broken Sound Parkway NW
 Boca Raton, FL
33487

				
	 SBA Towers III LLC
	  	Florida	  	L10000085801	  	 5900 Broken Sound Parkway NW
 Boca Raton, FL
33487

				
	 SBA Land, LLC
	  	Delaware	  	4277777	  	 5900 Broken Sound Parkway NW
 Boca Raton, FL
33487

				
	 SBA DAS, LLC
	  	Florida	  	L13000031798	  	 5900 Broken Sound Parkway NW
 Boca Raton, FL
33487









 Schedule 5 

LOCATION OF INVENTORY AND EQUIPMENT 
  

					
	 3300 Highway 11

Pelham, AL 35124
  

980 Roosevelt, Suite 210

Irvine, CA 92618
  

5900 Broken Sound Pkwy Boca Raton, FL 33487
  

6000 Broken Sound Pkwy NW

Boca Raton, FL 33487
  

Sabre Center 1

5901 Broken Sound Pkwy NW

Suite 500

Boca Raton, FL 33487
  

Sabre Center 1

5901 Broken Sound Pkwy NW

Suite 300

Boca Raton, FL 33487
  

2530 NE 36th Avenue

Ocala, FL 34470
  

219 Roswell Street

Suite 130

Alpharetta, GA 30009
  

11350 Roswell Road

Suite 900

Roswell, GA 30076
  

1334 Enterprise Drive

Romeoville, IL 60446-1016
  

9900 Westpoint Lane

Suite 114-116

Indianapolis, IN
	  	 3340 Severn Avenue, Suite 340
 Metairie,
Louisiana 70002
 Indianapolis, IN
  

3001 Mills Street Lafayette, LA 70507
  

33 Boston Post Road
 Marlborough, MA 01752

 
 117 Precourt St. Biddeford, ME

 
 7402 Westshire Drive, Suite 120

Lansing, MI 48917
  

900 South Highway Drive, Suite 201
 Fenton, MO 63026

 
 4402-C Stuart Andrew Blvd. Charlotte, NC 28217

 
 5640 Dillard Drive

Suite 101
 Cary, NC 27518

 
 1480 US Route 9 North

Suite 303
 Woodbridge, NJ 07095

 
 935 Thayer Road

Fairport, NY
  

8975 S. Pecos Road, Suite 8C
 Henderson, NV 89074
	  	470 Davidson Road & Commerce
 DrivePittsburgh, PA 15239
  

350 Johnson St.
 Wilkes-Barre, PA 18702

 
 1209 Shipley Ferry Road

Suite 201
 Kingsport, TN 37663

 
 908 & 910 Twin Elms Court Nashville,
TN 37210

 
 221 Airtex Suite 190

Houston, TX 77090
  

901 E. Business Hwy 121,
 Suites C & D

Lewisville, TX 75057
  

Presidential I Building
 319 Business Lane

Ashland, VA 23005









 Schedule 6 

PART I 
 COPYRIGHTS AND
COPYRIGHT LICENSES 
 NONE 

PATENTS AND PATENT LICENSES 

NONE 
 TRADEMARKS AND TRADEMARK
LICENSES 
 PART I 

(NON-EXCLUDED TRADEMARKS AND TRADEMARK LICENSES) 

NONE 
 PART II 

(EXCLUDED TRADEMARKS) 
 NONE 

SERVICEMARKS AND SERVICEMARK LICENSES 

NONE 







 ANNEX I TO 

GUARANTEE AND COLLATERAL AGREEMENT 

ASSUMPTION AGREEMENT, dated as of             , 20__, made by
                    , a              corporation (the “Additional
Grantor”), in favor of TORONTO DOMINION (TEXAS) LLC, as administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions (the “Lenders”) parties to the
Credit Agreement referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement. 

W I T N E S S E T H : 

WHEREAS, SBA Senior Finance II LLC (the “Borrower”), the Lenders and the Administrative Agent have entered into the Second
Amended and Restated Credit Agreement, dated as of February 7, 2014 (as restated, amended, supplemented or otherwise modified from time to time, the “Credit Agreement”); 

WHEREAS, in connection with the Credit Agreement, the Parent, Holdings, the Borrower and certain of its Affiliates (other than the Additional
Grantor) have entered into the Guarantee and Collateral Agreement, dated as of February 7, 2014 (as restated, amended, supplemented or otherwise modified from time to time, the “Guarantee and Collateral Agreement”) in favor of
the Administrative Agent for the benefit of the Secured Parties; 
 WHEREAS, the Credit Agreement requires the Additional Grantor to become
a party to the Guarantee and Collateral Agreement; and 
 WHEREAS, the Additional Grantor has agreed to execute and deliver this Assumption
Agreement in order to become a party to the Guarantee and Collateral Agreement; 
 NOW, THEREFORE, IT IS AGREED: 

1. Guarantee and Collateral Agreement. By executing and delivering this Assumption Agreement, the Additional Grantor, as provided in
Section 8.14 of the Guarantee and Collateral Agreement, hereby becomes a party to the Guarantee and Collateral Agreement as a Grantor thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting
the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor thereunder. The information set forth in Annex 1-A hereto is hereby added to the information set forth in Schedules
            *** to the Guarantee and Collateral Agreement. The Additional Grantor hereby represents and warrants that each of the
representations and warranties contained in Section 4 of the Guarantee and Collateral Agreement is true and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date. 

 

	***	Refer to each Schedule which needs to be supplemented. 








 2. GOVERNING LAW. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
 IN WITNESS WHEREOF, the undersigned
has caused this Assumption Agreement to be duly executed and delivered as of the date first above written. 
  

			
	[ADDITIONAL GRANTOR]
		
	By:	 	 
		 	Name:
		 	Title:


 [Signature Page to Guarantee and Collateral Agreement]