Guarantee & Collateral Agreement, dated as of 8/5/2011


 Exhibit 10.3 
 Execution Version 
  

 
 GUARANTEE AND COLLATERAL AGREEMENT

 dated as of 
 August 5, 2011 
 among 

Dynegy Midwest Generation, LLC, 
 the Subsidiaries of the Borrower 
 from time to time party hereto 

and 
 CREDIT
SUISSE AG, CAYMAN ISLANDS BRANCH, 
 as Collateral Trustee 

 
  






 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	
	ARTICLE I.	  
	
	Definitions	  
			
	SECTION 1.01.	 	Intercreditor Agreement and Credit Agreement	  	 	1	  
	SECTION 1.02.	 	Other Defined Terms	  	 	2	  
	
	ARTICLE II.	  
	
	Guarantee	  
			
	SECTION 2.01.	 	Guarantee	  	 	6	  
	SECTION 2.02.	 	Guarantee of Payment	  	 	6	  
	SECTION 2.03.	 	No Limitations, Etc	  	 	6	  
	SECTION 2.04.	 	Reinstatement	  	 	7	  
	SECTION 2.05.	 	Agreement To Pay; Subrogation	  	 	7	  
	SECTION 2.06.	 	Information	  	 	8	  
	SECTION 2.07.	 	Limitation	  	 	8	  
	
	ARTICLE III.	  
	
	Pledge of Securities	  
			
	SECTION 3.01.	 	Pledge	  	 	8	  
	SECTION 3.02.	 	Delivery of the Pledged Collateral	  	 	9	  
	SECTION 3.03.	 	Representations, Warranties and Covenants	  	 	9	  
	SECTION 3.04.	 	Certification of Limited Liability Company Interests and Limited Partnership Interests	  	 	11	  
	SECTION 3.05.	 	Registration in Nominee Name; Denominations	  	 	11	  
	SECTION 3.06.	 	Voting Rights; Dividends and Interest, Etc	  	 	11	  
	
	ARTICLE IV.	  
	
	Security Interests in Personal Property	  
			
	SECTION 4.01.	 	Security Interest	  	 	13	  
	SECTION 4.02.	 	Representations and Warranties	  	 	16	  
	SECTION 4.03.	 	Covenants	  	 	18	  
	SECTION 4.04.	 	Other Actions	  	 	20	  


  
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	ARTICLE V.	  
	
	Remedies	  
			
	SECTION 5.01.	  	Remedies Upon Default	  	 	23	  
	SECTION 5.02.	  	Application of Proceeds	  	 	25	  
	SECTION 5.03.	  	Grant of License to Use Intellectual Property	  	 	25	  
	SECTION 5.04.	  	Securities Act, Etc	  	 	25	  
	
	ARTICLE VI.	  
	
	Indemnity, Subrogation and Subordination	  
			
	SECTION 6.01.	  	Indemnity and Subrogation	  	 	26	  
	SECTION 6.02.	  	Contribution and Subrogation	  	 	26	  
	SECTION 6.03.	  	Subordination	  	 	26	  
	
	ARTICLE VII.	  
	
	Miscellaneous	  
			
	SECTION 7.01.	  	Notices	  	 	27	  
	SECTION 7.02.	  	Security Interest Absolute	  	 	27	  
	SECTION 7.03.	  	Survival of Agreement	  	 	27	  
	SECTION 7.04.	  	Binding Effect; Several Agreement	  	 	28	  
	SECTION 7.05.	  	Successors and Assigns	  	 	28	  
	SECTION 7.06.	  	Collateral Trustee’s Fees and Expenses; Indemnification	  	 	28	  
	SECTION 7.07.	  	Collateral Trustee Appointed Attorney-in-Fact	  	 	30	  
	SECTION 7.08.	  	Applicable Law	  	 	30	  
	SECTION 7.09.	  	Waivers; Amendment	  	 	31	  
	SECTION 7.10.	  	WAIVER OF JURY TRIAL	  	 	31	  
	SECTION 7.11.	  	Severability	  	 	32	  
	SECTION 7.12.	  	Counterparts	  	 	32	  
	SECTION 7.13.	  	Headings	  	 	32	  
	SECTION 7.14.	  	Jurisdiction; Consent to Service of Process	  	 	32	  
	SECTION 7.15.	  	Termination or Release	  	 	33	  
	SECTION 7.16.	  	Additional Subsidiaries	  	 	33	  
	SECTION 7.17.	  	Intercreditor Agreement Controls	  	 	34	  


  
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	 Schedules

		
	Schedule I	  	Subsidiary Guarantors
	Schedule II	  	Equity Interests; Pledged Debt Securities
	Schedule III	  	Intellectual Property
	Schedule IV	  	Certain Uncertificated Limited Liability Companies and Limited Partnerships
		
	Exhibits	  	
		
	Exhibit A	  	Form of Supplement
	Exhibit B	  	Form of Perfection Certificate


  
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 GUARANTEE AND COLLATERAL AGREEMENT dated as of August 5, 2011 (this
“Agreement”), among Dynegy Midwest Generation, LLC, a Delaware limited liability company (the “Borrower”), the Subsidiaries of the Borrower from time to time party hereto and CREDIT SUISSE AG, CAYMAN
ISLANDS BRANCH (“Credit Suisse”), as collateral trustee (in such capacity, the “Collateral Trustee”). 
 PRELIMINARY STATEMENT 
 Reference is made to (i) the Credit Agreement
dated as of August 5, 2011 (as amended, amended and restated, replaced, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Dynegy Coal Investments Holdings, LLC, a Delaware
limited liability company (“Intermediate Holdings”), the lenders from time to time party thereto (the “Lenders”) and Credit Suisse, as administrative agent (in such capacity, the
“Administrative Agent”) and the Collateral Trustee, which sets forth the terms and conditions under which the Lenders (such term and each other capitalized term used but not defined in this preliminary statement having the
meaning given or ascribed to it in Article I) have agreed to extend credit to the Borrower and (ii) the Collateral Trust and Intercreditor Agreement dated as of August 5, 2011 (as amended, amended and restated, supplemented or otherwise
modified from time to time, the “Intercreditor Agreement”), among the Borrower, the, Administrative Agent, Intermediate Holdings, the Subsidiaries of the Borrower from time to time party thereto and certain other Persons from
time to time party thereto, which, among other things, appoints the Collateral Trustee as collateral trustee thereunder, and sets forth the interests, rights, powers and remedies of the Secured Parties in respect of the Collateral. 

The obligations of the Lenders to extend credit to the Borrower under the Credit Agreement are conditioned upon, among other things, the
execution and delivery of this Agreement by the Borrower and each Subsidiary Guarantor to the Collateral Trustee for the ratable benefit of the Secured Parties. The Borrower or any Subsidiary Guarantor may from time to time enter into Secured
Commodity Hedges, Secured Interest Rate Hedges, Secured Treasury Services Agreements or one or more Secured Credit Facilities in accordance with, and subject to the terms and conditions of, the Intercreditor Agreement to the extent permitted (if
addressed therein, or, otherwise, not prohibited) under the terms of the applicable Financing Documents in effect at such time, in each case secured on a first priority basis by the Lien on the Collateral pursuant to the terms of this Agreement and
the other Security Documents for the ratable benefit of the Secured Parties. 
 Each Subsidiary Guarantor is a Subsidiary of the
Borrower, will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit Agreement and the other extensions of credit and accommodations of the Secured Parties under the Financing Documents and is willing to
execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows: 

  
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 ARTICLE I. 
 Definitions 
 SECTION 1.01. Intercreditor Agreement and Credit
Agreement. (a) Capitalized terms used in this Agreement and not otherwise defined herein have the meanings set forth in the Intercreditor Agreement, or, if not defined therein, in the Credit Agreement as originally in effect on the date
hereof. All capitalized terms defined in the New York UCC (as such term is defined herein) and not defined in this Agreement have the meanings specified therein. Except as expressly set forth in Section 4.01(a), Section 7.08 and
Section 7.15, or required by applicable law, all references to the Uniform Commercial Code shall mean the New York UCC. 

(b) The rules of construction set forth in Section 1.2, Section 1.3 and Section 1.4 of the Intercreditor Agreement also
apply to this Agreement as if incorporated herein mutatis mutandis. 
 SECTION 1.02. Other Defined Terms. As used
in this Agreement, the following terms have the meanings specified below: 
 “Accounts Receivable” shall
mean all Accounts and all right, title and interest in any returned goods, together with all rights, titles, securities and guarantees with respect thereto, including any rights to stoppage in transit, replevin, reclamation and resales, and all
related security interests, liens and pledges, whether voluntary or involuntary, in each case whether now existing or owned or hereafter arising or acquired. 
 “Administrative Agent” shall have the meaning assigned to such term in the preliminary statement to this Agreement. 

“Article 9 Collateral” shall have the meaning assigned to such term in Section 4.01. 

“Borrower” shall have the meaning assigned to such term in the introductory statement to this Agreement.

 “Claiming Grantor” shall have the meaning assigned to such term in Section 6.02. 

“Collateral” shall mean the Article 9 Collateral and the Pledged Collateral, which, for the avoidance of
doubt, excludes all Excluded Assets. 
 “Collateral Trustee” shall have the meaning assigned to such
term in the introductory statement to this Agreement. 
 “Contributing Grantor” shall have the meaning
assigned to such term in Section 6.02. 
 “Copyright License” shall mean any written agreement, now
or hereafter in effect, granting any right to any third person under any copyright now or hereafter owned by any Grantor or that such Grantor otherwise has the right to license, or granting any right to any


  
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Grantor under any copyright now or hereafter owned by any third person, and all rights of such Grantor under any such agreement. 

“Copyrights” shall mean all of the following now owned or hereafter acquired by any Grantor: (a) all
copyright rights in any work subject to the copyright laws of the United States, including those listed on Schedule III, or any other country and (b) all registrations and applications for registration of any such copyright in the United
States or any other country, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office (or any successor office or any similar office in any other country).

 “Discharge of Obligations” shall have the meaning assigned to such term in the Intercreditor
Agreement. 
 “Excluded Accounts” shall mean any Deposit Account, Securities Account or a similar
account that is not required to be subject to a Control Agreement pursuant to the terms of Section 6.16 of the Credit Agreement, but only (x) to the extent a Lien or security interest in such Deposit Account or similar account is expressly
prohibited to be granted hereunder in favor of the Collateral Trustee (for the benefit of the Secured Parties) by applicable law or a written contract permitted to be entered into by the applicable Grantor under the Financing Documents then in
effect and (y) for so long as and to the extent that such prohibition remains in place. 
 “Excluded
Assets” shall have the meaning assigned to such term in Section 4.01. 
 “Federal Securities
Laws” shall have the meaning assigned to such term in Section 5.04. 
 “Financing
Documents” shall have the meaning assigned to such term in the Intercreditor Agreement. 
 “General
Intangibles” shall mean all choses in action and causes of action and all other intangible personal property of any Grantor of every kind and nature (other than Accounts) now owned or hereafter acquired by any Grantor, including all
rights and interests in partnerships, limited partnerships, limited liability companies and other unincorporated entities, corporate or other business records, indemnification claims, contract rights (including rights under leases, whether entered
into as lessor or lessee, agreements giving rise to Hedging Obligations and other agreements), Intellectual Property, goodwill, registrations, franchises, tax refund claims and any letter of credit, guarantee, claim, security interest or other
security held by or granted to any Grantor to secure payment by an Account Debtor of any of the Accounts. 

“Grantors” shall mean the Borrower and the Subsidiary Guarantors. 

“Guaranteed Obligations” shall mean (x) with respect to any Grantor, all Obligations of any other Grantor
with respect to any Secured Credit Facilities, Secured Interest Rate Hedges, Secured Commodity Hedges, Secured Treasury Services Agreements and any other Financing Document to which such other Grantor is party and (y) with respect to any
Subsidiary Guarantor, all Obligations of Borrower with respect to the Credit Agreement, any Secured Interest Rate Hedges, Secured Commodity Hedges, Secured Treasury Services 

  
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Agreements, Secured Credit Facilities and any other Financing Document to which the Borrower is party; provided that in no event will any Grantor have any Guaranteed Obligations with respect to
its own Obligations. 
 “Guaranty” shall mean collectively, the guaranties made by the Grantors pursuant
to Article II together with each supplement delivered pursuant to Section 7.16. 
 “Insurance”
shall mean (a) all insurance policies covering any or all of the Collateral (regardless of whether the Collateral Trustee is the loss payee thereof) and (b) any key man life insurance policies. 

“Intellectual Property” shall mean all intellectual property of any Grantor of every kind and nature now owned or
hereafter acquired by any Grantor, including inventions, designs, Patents, Copyrights, Licenses, Trademarks, trade secrets, confidential or proprietary technical and business information, know-how, other data or information, software and databases
and all embodiments or fixations thereof and related documentation, registrations and franchises, and all additions, improvements and accessions to, and books and records describing or used in connection with, any of the foregoing. 

“Intercreditor Agreement” shall have the meaning assigned to such term in the preliminary statement to this
Agreement. 
 “Intermediate Holdings” shall have the meaning assigned to such term in the introductory
statement to this Agreement. 
 “License” shall mean any Patent License, Trademark License or Copyright
License, including those listed on Schedule III. 
 “New York UCC” shall mean the Uniform
Commercial Code as from time to time in effect in the State of New York. 
 “Obligations” shall have the
meaning assigned to such term in the Intercreditor Agreement. 
 “Patent License” shall mean any written
agreement, now or hereafter in effect, granting to any third person any right to make, use or sell any invention on which a patent, now or hereafter owned by any Grantor or that any Grantor otherwise has the right to license, is in existence, or
granting to any Grantor any right to make, use or sell any invention on which a patent, now or hereafter owned by any third person, is in existence, and all rights of any Grantor under any such agreement. 

“Patents” shall mean all of the following now owned or hereafter acquired by any Grantor: (a) all United
States patents or the equivalent thereof in any other country, all registrations and recordings thereof, and all applications for United States patents or the equivalent thereof in any other country, including registrations, recordings and pending
applications in the United States Patent and Trademark Office (or any successor or any similar offices in any other country), including those listed on Schedule III, and (b) all reissues, continuations, divisions, continuations-in-part,
renewals or extensions thereof, and the inventions 

  
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disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed therein. 
 “Perfection Certificate” shall mean (a) the agreed form of perfection certificate signed by the Borrower and delivered to the Administrative Agent on or prior to the Closing
Date pursuant to paragraph (f) of Article IV of the Credit Agreement and (b) any perfection certificate in the form of Exhibit B delivered or required to be delivered pursuant to Section 7.16 of this Agreement, Section 5.06(b) of
the Credit Agreement or pursuant to any other Financing Document. 
 “Pledged Collateral” shall have the
meaning assigned to such term in Section 3.01. 
 “Pledged Debt Securities” shall have the meaning
assigned to such term in Section 3.01. 
 “Pledged Securities” shall mean any promissory notes,
stock certificates or other securities now or hereafter included in the Pledged Collateral, including all certificates, instruments or other documents representing or evidencing any Pledged Collateral. 

“Pledged Stock” shall have the meaning assigned to such term in Section 3.01. 

“Primary Grantor” shall have the meaning assigned to such term in Section 6.01. 

“Secured Parties” shall have the meaning assigned to such term in the Intercreditor Agreement. 

“Security Interest” shall have the meaning assigned to such term in Section 4.01. 

“Subsidiary Guarantor” shall mean (a) the Subsidiaries identified on Schedule I hereto as Subsidiary
Guarantors and (b) each other Subsidiary that becomes a party to this Agreement as a Subsidiary Guarantor after the Closing Date. 
 “Trademark License” shall mean any written agreement, now or hereafter in effect, granting to any third person any right to use any trademark now or hereafter owned by any Grantor
or that any Grantor otherwise has the right to license, or granting to any Grantor any right to use any trademark now or hereafter owned by any third person, and all rights of any Grantor under any such agreement. 

“Trademarks” shall mean all of the following now owned or hereafter acquired by any Grantor: (a) all
trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, now existing or hereafter adopted or acquired, and all
registrations and applications for registration filed in connection therewith, including registrations and registration applications in the United States Patent and Trademark Office (or any successor office) or any similar offices in any state of
the United States or any other country or any political subdivision thereof, and all extensions or renewals thereof, including those listed on Schedule III, (b) all 

  
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goodwill associated therewith or symbolized thereby and (c) all other assets, rights and interests that uniquely reflect or embody such goodwill. 

ARTICLE II. 

Guarantee 
 SECTION 2.01. Guarantee. Each Grantor unconditionally and irrevocably guarantees, jointly with the other Grantors and severally, as a primary obligor and not merely as a surety, to the
Collateral Trustee, for the benefit of the Secured Parties the due and punctual payment and performance of the Guaranteed Obligations. Each Grantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part,
without notice to or further assent from it, and that it will remain bound upon its guarantee notwithstanding any extension or renewal of any Guaranteed Obligation. Each Grantor waives presentment to, demand of payment from and protest to the
Borrower or any other Loan Party of any Guaranteed Obligation, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment. 
 SECTION 2.02. Guarantee of Payment. Each Grantor further agrees that its guarantee hereunder constitutes a guarantee of payment when due and not of collection, and waives any right to
require that any resort be had by the Collateral Trustee or any other Secured Party to any security held for the payment of the Guaranteed Obligations or to any balance of any Deposit Account, Securities Account or credit on the books of the
Collateral Trustee or any other Secured Party in favor of the Borrower or any other person. 
 SECTION 2.03. No
Limitations, Etc. (a) Except for termination of a Grantor’s obligations hereunder as expressly provided in Section 7.15, the obligations of each Grantor hereunder shall not be subject to any reduction, limitation, impairment
or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality
or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Grantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the
Collateral Trustee or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Financing Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release
from any of the terms or provisions of, any Financing Document or any other agreement, including with respect to any other Grantor under this Agreement, (iii) the release of, or any impairment of or failure to perfect any Lien on or security
interest in, any security held by the Collateral Trustee or any other Secured Party for the Guaranteed Obligations or any of them, (iv) any default, failure or delay, wilful or otherwise, in the performance of the Guaranteed Obligations, or
(v) any other act or omission that may or might in any manner or to any extent vary the risk of any Grantor or otherwise operate as a discharge of any Grantor as a matter of law 

  
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or equity (other than the Discharge of Obligations in accordance with the Intercreditor Agreement). Each Grantor expressly authorizes the Collateral Trustee to take and hold security for the
payment and performance of the Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or to
release or substitute any one or more other guarantors or obligors upon or in respect of the Guaranteed Obligations in accordance with the terms of the Credit Agreement and the other Financing Documents, all without affecting the obligations of any
Grantor hereunder. 
 (b) To the fullest extent permitted by applicable law, each Grantor waives any defense based on or arising
out of any defense of the Borrower or any other Loan Party or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other Loan Party, other than
the Discharge of Obligations in accordance with the Intercreditor Agreement. The Collateral Trustee and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial
sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Borrower or any other Loan Party or exercise any other right or remedy
available to them against the Borrower or any other Loan Party, without affecting or impairing in any way the liability of any Grantor hereunder except to the extent of a Discharge of Obligations in accordance with the Intercreditor Agreement. To
the fullest extent permitted by applicable law, each Grantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or
other right or remedy of such Grantor against the Borrower or any other Loan Party, as the case may be, or any security. 

SECTION 2.04. Reinstatement. Each Grantor agrees that its guarantee hereunder shall continue to be effective or be
reinstated, as the case may be, if at any time payment, or any part thereof, of any Guaranteed Obligation is rescinded or must otherwise be restored by the Collateral Trustee or any other Secured Party upon the bankruptcy or reorganization of the
Borrower, any other Loan Party or otherwise. 
 SECTION 2.05. Agreement To Pay; Subrogation. In furtherance of the
foregoing and not in limitation of any other right that the Collateral Trustee or any other Secured Party has at law or in equity against any Grantor by virtue hereof, upon the failure of the Borrower or any other Loan Party to pay any Guaranteed
Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Grantor hereby unconditionally and irrevocably agrees to and will forthwith pay, or cause to be paid, to the
Collateral Trustee for distribution to the applicable Secured Parties in cash the amount of such unpaid Guaranteed Obligation to the maximum extent permitted by law so as to maximize the aggregate amount paid to the Secured Parties under or in
respect of the Financing Documents. Upon payment by any Grantor of any sums to the Collateral Trustee as provided above, all rights of such Grantor against any other 

  
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Grantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subject to Article VI. 

SECTION 2.06. Information. Each Grantor assumes all responsibility for being and keeping itself informed of the
Borrower’s and each other Loan Party’s financial condition and assets and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent of the risks that such Grantor assumes
and incurs hereunder, and agrees that neither the Collateral Trustee nor any other Secured Party will have any duty to advise such Grantor of information known to it or any of them regarding such circumstances or risks. 

SECTION 2.07. Limitation. Each Grantor, and, by its acceptance of this Agreement, the Collateral Trustee and each other
Secured Party, hereby confirms that it is the intention of all such Persons that this Guaranty and the Guaranteed Obligations of each Grantor hereunder not constitute a fraudulent transfer or conveyance for purposes of Debtor Relief Laws, the
Uniform Fraudulent Conveyance Act (or any successor thereto), the Uniform Fraudulent Transfer Act (or any successor thereto) or any similar foreign, federal or state law to the extent applicable to this Guaranty and the Guaranteed Obligations of the
Grantors hereunder. To effectuate the foregoing intention, the Collateral Trustee, the other Secured Parties and the Grantors hereby irrevocably agree that the Guaranteed Obligations of each Grantor under this Guaranty at any time shall be limited
to the maximum amount as will result in the Guaranteed Obligations of such Grantor under this Guaranty not constituting a fraudulent transfer or conveyance after giving full effect to the liability under this Guaranty and its related contribution
rights set forth in this Agreement. 
 ARTICLE III. 
 Pledge of Securities 
 SECTION 3.01. Pledge. As
security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Trustee, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants
to the Collateral Trustee, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in and a continuing Lien on, all of such Grantor’s (other than any Excluded Asset) right, title and interest in, to and
under (a)(i) the Equity Interests owned by such Grantor on the date hereof (including all such Equity Interests listed on Schedule II), (ii) any other Equity Interests obtained in the future by such Grantor and (iii) the
certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”), (b)(i) the debt securities held by such Grantor on the date hereof (including all such debt
securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor and (iii) the promissory notes and any other instruments evidencing such debt securities (all the
foregoing collectively referred to herein as the “Pledged Debt Securities”), (c) all other property that may be delivered to and held by the Collateral Trustee pursuant to the


  
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terms of this Section 3.01, (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received,
receivable or otherwise distributed in respect of, in exchange for or upon the conversion of the securities referred to in clauses (a) and (b) above, (e) subject to Section 3.06, all rights and privileges of such Grantor with
respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above, and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above (but excluding any
Excluded Assets) being collectively referred to as the “Pledged Collateral”). 
 TO HAVE AND TO HOLD the
Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Trustee, its successors and assigns, for the ratable benefit of the Secured Parties, forever;
subject, however, to the terms, covenants and conditions hereinafter set forth. 
 SECTION 3.02. Delivery of
the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Trustee any and all certificates, instruments or other documents representing or evidencing Pledged Stock. 

(b) Subject to Section 4.04(a) and Section 4.04(c), each Grantor agrees promptly to deliver or cause to be delivered to the
Collateral Trustee any and all Pledged Debt Securities. 
 (c) Upon delivery to the Collateral Trustee, (i) any
certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer reasonably satisfactory to the Collateral Trustee and duly
executed in blank and by such other instruments and documents as the Collateral Trustee may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly
executed by the applicable Grantor and such other instruments or documents as the Collateral Trustee may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the applicable securities, which schedule
shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement
any prior schedules so delivered. 
 SECTION 3.03. Representations, Warranties and Covenants. To induce the
Secured Parties to enter into the applicable Financing Documents and to make their respective extensions of credit to the applicable Grantor thereunder, the Grantors jointly and severally represent and warrant to and, solely with respect to
Section 3.03(c)(iii), Section 3.03(c)(iv), Section 3.03(d), Section 3.03(e)(ii) and Section 3.03(g) covenant with, the Collateral Trustee, for the benefit of the Secured Parties, that: 

(a) Schedule II correctly sets forth on the date hereof the percentage of the issued and outstanding shares of each class
of the Equity Interests of the issuer thereof 

  
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represented by such Pledged Stock and includes all Equity Interests, debt securities and promissory notes required to be pledged hereunder; 

(b) the Pledged Stock and Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof
and (i) in the case of Pledged Stock, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof; 

(c) except for the security interests granted hereunder (or otherwise permitted under the Credit Agreement) and permitted
(if addressed therein or, otherwise, not prohibited) by the other applicable Financing Documents), each Grantor (i) is and, subject to any transfers made in compliance with the Credit Agreement and the other applicable Financing Documents, will
continue to be the direct owner, beneficially and of record, of the Pledged Collateral indicated on Schedule II as owned by such Grantor, (ii) holds the same free and clear of all Liens, (iii) will make no assignment, pledge, hypothecation
or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than in compliance with the Credit Agreement and the other applicable Financing Documents, and (iv) subject to
Section 3.06, will cause any and all Pledged Collateral, whether for value paid by such Grantor or otherwise, to be forthwith deposited with the Collateral Trustee and pledged or assigned hereunder; 

(d) except for restrictions and limitations imposed by the Financing Documents or securities laws generally and as do not
violate the requirements of the applicable Financing Documents, the Pledged Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Collateral is or will be subject to any option, right of first refusal,
shareholders agreement, charter or by-law provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or
the exercise by the Collateral Trustee of rights and remedies hereunder; 
 (e) each Grantor (i) has the
power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than any Lien created or
permitted by the Financing Documents), however arising, of all Persons whomsoever; 
 (f) no consent or approval
of any Governmental Authority, any securities exchange or any other person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect); 

(g) by virtue of the execution and delivery by each Grantor of this Agreement, when any Pledged Securities are delivered
to the Collateral Trustee in accordance with this Agreement, the Collateral Trustee will obtain a legal, valid and perfected first priority lien upon and security interest in such Pledged Securities as security for the payment and performance of the
Obligations; and 

  
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 (h) the pledge effected hereby is effective to vest in the Collateral
Trustee, for the ratable benefit of the Secured Parties, the rights of the Collateral Trustee in the Pledged Collateral as set forth herein and all action by any Grantor necessary or desirable to protect and perfect the Lien on the Pledged
Collateral has been duly taken. 
 SECTION 3.04. Certification of Limited Liability Company Interests and Limited
Partnership Interests. The Grantors represent and warrant that each interest held by them in any limited liability company or limited partnership which is a Subsidiary and pledged hereunder (other than the uncertificated
limited liability company and limited partnership interests, as of the Closing Date, set forth on Schedule IV) is represented by a certificate, and is a “security” within the meaning of, and is governed by, the Uniform Commercial Code of
the State of Delaware and each other applicable jurisdiction. The Grantors hereby agree not to vote, enable or take any other action to cause any of the entities set forth on Schedule IV and any Subsidiaries acquired after the Closing Date which are
limited liability companies or limited partnerships the Grantors’ interests in which are not securities (for the purposes of the Uniform Commercial Code) (together, the “Uncertificated Subsidiaries”) on the date hereof or at
the time of acquisition to elect or otherwise take any action to cause the interests in such Uncertificated Subsidiaries to be treated as securities for purposes of the Uniform Commercial Code; provided, however, notwithstanding the
foregoing, if any Uncertificated Subsidiary takes any such action in violation of the foregoing, the Grantor holding such interests shall promptly notify the Collateral Trustee in writing of any such election or action and, in such event, shall take
all steps necessary or advisable to establish the Collateral Trustee’s “control” (within the meaning of Section 8-106 of the UCC) thereof. 
 SECTION 3.05. Registration in Nominee Name; Denominations. The Collateral Trustee, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the
Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Collateral Trustee. Each Grantor will promptly give to the
Collateral Trustee copies of any notices or other communications received by it with respect to Pledged Securities in its capacity as the registered owner thereof. After the occurrence and during the continuance of an Event of Default, the
Collateral Trustee shall at all times have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement. 

SECTION 3.06. Voting Rights; Dividends and Interest, Etc. (a) Unless and until an Event of Default shall have occurred and
be continuing and the Collateral Trustee shall have given the Borrower or the Grantors notice of its intent to exercise its rights under this Agreement (which notice shall be deemed to have been given immediately upon the occurrence of an Insolvency
or Liquidation Proceeding which gives rise to an Event of Default): 

  
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 (i) Each Grantor shall be entitled to exercise any and all voting and/or
other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Credit Agreement and the other Financing Documents; provided, however,
that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Collateral Trustee or the other Secured
Parties under this Agreement or the Credit Agreement or any other Financing Document or the ability of the Secured Parties to exercise the same. 
 (ii) The Collateral Trustee shall execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies, powers of attorney and other instruments as such Grantor may
reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to paragraph (i) above. 

(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other
distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with,
the terms and conditions of the Credit Agreement, the other Financing Documents and applicable law; provided, however, that any noncash dividends, interest, principal or other distributions that would constitute Pledged Stock or
Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in
redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not
be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the ratable benefit of the Secured Parties and shall be forthwith delivered to the Collateral Trustee in
the same form as so received (with any necessary endorsement or instrument of assignment). To the extent permitted by the Credit Agreement, this paragraph (iii) shall not apply to dividends between or among the Borrower, the Subsidiary
Guarantors and any Subsidiaries only of property subject to a perfected security interest under this Agreement; provided that, after giving effect to any such non-cash dividend, the Collateral Trustee has, in the manner contemplated by this
Agreement, a perfected security interest in the asset or property subject to such non-cash dividend as if such non-cash dividend had not occurred. 
 (b) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Trustee shall have notified (or shall be deemed to have notified pursuant to Section 3.06(a)) the
Grantors of the suspension of their rights under paragraph (a)(iii) of this Section 3.06, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to
paragraph (a)(iii) of this Section 3.06 shall 

  
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cease, and all such rights shall thereupon become vested in the Collateral Trustee, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest,
principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 3.06 shall be held in trust for the benefit of the Collateral Trustee, shall be
segregated from other property or funds of such Grantor and shall be forthwith delivered to the Collateral Trustee upon demand in the same form as so received (with any necessary endorsement or instrument of assignment). Any and all money and other
property paid over to or received by the Collateral Trustee pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Trustee in an account to be established by the Collateral Trustee upon receipt of such money or
other property and shall be applied in accordance with the provisions of Section 5.02. After all Events of Default have been cured or waived and each applicable Grantor has delivered to the Administrative Agent certificates to that effect, the
Collateral Trustee shall, promptly after all such Events of Default have been cured or waived, repay to each applicable Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be
permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 3.06 and that remain in such account. 

(c) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Trustee shall have notified (or shall be
deemed to have notified pursuant to Section 3.06(a)) the Grantors of the suspension of their rights under paragraph (a)(i) of this Section 3.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is
entitled to exercise pursuant to paragraph (a)(i) of this Section 3.06, and the obligations of the Collateral Trustee under paragraph (a)(ii) of this Section 3.06, shall cease, and all such rights shall thereupon become vested in
the Collateral Trustee, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by the Required Secured Parties, the Collateral Trustee
shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. 
 (d) Any notice given by the Collateral Trustee to the Grantors exercising its rights under paragraph (a) of this Section 3.06 (i) must be given in writing, (ii) may be given to one or
more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 3.06 in part without suspending all such rights (as specified by the
Collateral Trustee in its sole and absolute discretion) and without waiving or otherwise affecting the Collateral Trustee’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred
and is continuing. 
 ARTICLE IV. 
 Security Interests in Personal Property 
 SECTION 4.01.
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Trustee, its successors and assigns, for the ratable
benefit of the Secured Parties, and hereby grants to the Collateral 

  
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Trustee, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in and continuing lien on (the “Security Interest”) all right,
title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest
(collectively, the “Article 9 Collateral”): 
 (i) all Accounts; 

(ii) all Chattel Paper; 
 (iii) all cash and Deposit Accounts; 
 (iv) all Documents;

 (v) all Equipment; 
 (vi) all General Intangibles (except to the extent constituting Pledged Collateral pledged pursuant to Article III) and Intellectual Property; 

(vii) all Instruments (except to the extent constituting Pledged Collateral pledged pursuant to Article III); 

(viii) all Inventory; 
 (ix) all Investment Property (except to the extent constituting Pledged Collateral pledged pursuant to Article III); 

(x) all Letter-of-Credit Rights; 
 (xi) all Commercial Tort Claims from time to time specifically described on a Perfection Certificate or pursuant to Section 4.04(f); 

(xii) all Insurance; 
 (xiii) all books and records pertaining to the Article 9 Collateral; and 
 (xiv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing.

 Notwithstanding anything herein to the contrary, in no event shall the Article 9 Collateral include nor the security interest granted under
this Section 4.01 attach to: (i) any lease, license, contract or agreement to which any Grantor is a party, and any of its rights or interest thereunder, if and to the extent that a security interest in any such lease, license, contract or
agreement is prohibited by or in violation (including a breach or default thereunder) of (A) any law, rule or regulation applicable to such Grantor, or (B) a term, provision or condition of any such lease, license, contract or agreement
(unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to 

  
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Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy
Code of the United States of America) or principles of equity); provided however that the Article 9 Collateral shall include (and such security interest shall attach) immediately at such time as the contractual or legal prohibition referred to above
shall no longer be applicable and to the extent severable, shall attach immediately to any portion of such lease, license, contract or agreement not subject to the prohibitions specified in (A) or (B) above; provided further that the
prohibitions specified in (A) or (B) above shall not include any Proceeds of any such lease, license, contract or agreement, (ii) any “intent-to-use” application for registration of a Trademark filed pursuant to
Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Lanham Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Lanham
Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such
intent-to-use application under applicable federal law, (iii) Margin Stock, (iv) motor vehicles, rolling stock, aircraft and vessels, (v) all leasehold interests, (vi) any Excluded Accounts, (vii) any asset owned by any
Grantor on the date hereof or hereafter acquired that is subject to a Lien permitted by Sections 6.02(a), 6.02(h), 6.02(r), 6.02(s) or 6.02(t) of the Credit Agreement but only to the extent that the contract or written agreement governing such
permitted Lien or the permitted debt secured thereby expressly prohibits the grant of a Lien or a security interest on such asset but, in any case, only for so long as and to the extent that such prohibition remains in place, (viii) those
assets (if any) as to which the Collateral Trustee and the Borrower shall have determined that the cost of obtaining a security interest is excessive in relation to the value of the security to be afforded thereby, (ix) any Equity Interest of
any Subsidiary or any Person that is not a Subsidiary to the extent a pledge of such Equity Interest hereunder is expressly prohibited by any applicable shareholder agreement, indenture or other contractual arrangement either (x) in force and
effect on the Closing Date or (y) entered into after the Closing Date but only if the applicable Grantor has used commercially reasonable efforts to ensure that such shareholder agreement, indenture or other contractual arrangement does not
restrict the ability of the applicable Grantor to grant hereunder a Lien on or security interest in such Equity Interest, in any case only for so long as and to the extent that such prohibition remains in place and (x) any asset released by the
Collateral Trustee from the Liens created hereby pursuant to Section 5.1 of the Intercreditor Agreement as and to the extent set forth therein (the interests, property and assets in the immediately foregoing clauses (i) through (x), the
“Excluded Assets”). 
 (b) Each Grantor hereby irrevocably authorizes the Collateral Trustee at any time
and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the Article 9
Collateral as described herein or in any other manner as the Collateral Trustee may determine, in its reasonable discretion, is reasonably necessary, advisable or prudent to ensure the perfection of the Security Interest granted herein,
(ii) indicate the Article 9 Collateral as “all assets, whether now owned or hereafter acquired, developed or created” or words of similar effect, and (iii) contain the information required by Article 9 of the Uniform Commercial
Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor and


  
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(B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide
such information to the Collateral Trustee promptly upon request. 
 The Collateral Trustee is further authorized to file with
the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming,
continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Collateral Trustee as secured party. 

(c) The Security Interest is granted as security only and shall not subject the Collateral Trustee or any other Secured Party to, or in
any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral. 
 SECTION 4.02. Representations and Warranties. To induce the Secured Parties to enter into the applicable Financing Documents and to make their respective extensions of credit to the
applicable Grantor thereunder, the Grantors jointly and severally represent and warrant to the Collateral Trustee for the benefit of the Secured Parties that: 
 (a) Each Grantor has good and valid rights in and title to the Article 9 Collateral with respect to which it has purported to grant a Security Interest hereunder and has full power and authority to
grant to the Collateral Trustee, for the ratable benefit of the Secured Parties, the Security Interest in such Article 9 Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this
Agreement, without the consent or approval of any other person other than any consent or approval that has been obtained. 
 (b) The Perfection Certificate has been duly prepared, completed and executed and the information set forth therein (including (x) the exact legal name of each Grantor and (y) the jurisdiction
of organization of each Grantor) is correct and complete as of the Closing Date. Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations containing a
description of the Article 9 Collateral have been prepared by the Collateral Trustee based upon the information provided to the Administrative Agent and the Secured Parties in the Perfection Certificate for filing in each governmental,
municipal or other office specified in Section 2 of the Perfection Certificate (or specified by notice from the Borrower to the Administrative Agent after the Closing Date in the case of filings, recordings or registrations required by the
Credit Agreement), which are all the filings, recordings and registrations (other than filings required to be made in the United States Patent and Trademark Office and the United States Copyright Office in order to perfect the Security Interest in
the Article 9 Collateral consisting of United States Patents, Trademarks and Copyrights) that are necessary to publish notice of and protect the validity of and to establish a legal, valid and perfected security interest in favor of the
Collateral Trustee (for the ratable benefit of the Secured Parties) in respect of all Article 9 

  
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Collateral in which the Security Interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions,
and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary in any such jurisdiction, except as provided under applicable law with respect to the filing of continuation statements. Each Grantor
represents and warrants that a fully executed agreement in the form hereof (or a fully executed short form agreement in form and substance reasonably satisfactory to the Collateral Trustee), and containing a description of all Article 9
Collateral consisting of United States Patents and applications therefor, United States registered Trademarks (and Trademarks for which United States registration applications are pending other than intent-to-use applications) and United States
registered Copyrights has been delivered to the Collateral Trustee for filing with and recording by the United States Patent and Trademark Office and the United States Copyright Office pursuant to 35 U.S.C. §261,
15 U.S.C. §1060 or 17 U.S.C. §205 and the regulations thereunder, as applicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction, to protect the validity of and to establish a legal,
valid and perfected security interest in favor of the Collateral Trustee (for the ratable benefit of the Secured Parties) in respect of all Article 9 Collateral consisting of Patents, Trademarks and Copyrights in which a security interest may
be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration
is necessary (other than such actions as are necessary to perfect the Security Interest with respect to any Article 9 Collateral consisting of Patents, Trademarks and Copyrights (or registration or application for registration thereof) acquired
or developed after the date hereof). 
 (c) Subject to the filings and other actions described in
Section 4.02(b), the Security Interest granted to the Collateral Trustee for the ratable benefit of the Secured Parties constitutes (i) a legal and valid security interest in all Article 9 Collateral securing the payment and
performance of the Obligations, (ii) a perfected security interest in all Article 9 Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United
States (or any political subdivision thereof) and its territories and possessions pursuant to the Uniform Commercial Code or other applicable law in such jurisdictions and (iii) a security interest that shall be perfected in all Article 9
Collateral in which a security interest may be perfected upon the receipt and recording of this Agreement (or with respect to certain Intellectual Property fully executed short form agreements in form and substance reasonably satisfactory to the
Collateral Trustee) with the United States Patent and Trademark Office and the United States Copyright Office, as applicable. The Security Interest is and shall be prior to any other Lien on any of the Article 9 Collateral, other than Liens
expressly permitted pursuant to the Credit Agreement and permitted (if addressed therein or, otherwise, not prohibited) by the other applicable Financing Documents. 

(d) The Article 9 Collateral is owned by the Grantors free and clear of any Lien, except for Liens expressly
permitted pursuant to the Credit Agreement and permitted (if addressed therein or, otherwise, not prohibited) by the other applicable 

  
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Financing Documents. No Grantor has filed or consented to the filing of (i) any financing statement or analogous document under the Uniform Commercial Code or any other applicable laws
covering any Article 9 Collateral, (ii) any assignment in which any Grantor assigns any Patent, Trademark or Copyright constituting Article 9 Collateral or any security agreement or similar instrument covering any Patent, Trademark or
Copyright constituting Article 9 Collateral with the United States Patent and Trademark Office or the United States Copyright Office, (iii) any notice under the Assignment of Claims Act, or (iv) any assignment in which any Grantor
assigns any Article 9 Collateral or any security agreement or similar instrument covering any Article 9 Collateral with any foreign governmental, municipal or other office, which financing statement or analogous document, assignment,
security agreement or similar instrument is still in effect, except, in each case, for Liens expressly permitted pursuant to the Credit Agreement and permitted (if addressed therein or, otherwise, not prohibited) by the other applicable Financing
Documents. On the date hereof, no Grantor holds any Commercial Tort Claims with a reasonably estimated value thereof of $5,000,000 or more individually (or $15,000,000 in the aggregate, for all such amounts that are $5,000,000 or less) except as
indicated on the Perfection Certificate (as such Perfection Certificate may be amended or supplemented from time to time). 
 (e) The Perfection Certificate accurately sets forth, as of the date hereof, each Patent, Copyright registration, registered Trademark and exclusive Copyright License. 

SECTION 4.03. Covenants. (a) Each Grantor agrees promptly to notify the Collateral Trustee in writing of any change in
(i) its legal name, (ii) its identity or type of organization, (iii) its Federal Taxpayer Identification Number or organizational identification number or (iv) its jurisdiction of organization. Each Grantor agrees promptly to
provide the Collateral Trustee with certified organizational documents reflecting any of the changes described in the first sentence of this paragraph. Each Grantor agrees not to effect or permit any change referred to in the preceding sentence
unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Trustee to continue at all times following such change to have a valid, legal and perfected first priority security
interest in all the Article 9 Collateral. 
 (b) Each Grantor agrees to maintain, at its own cost and expense, such
complete and accurate records with respect to the Article 9 Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to
those in which such Grantor is engaged, but in any event to include complete accounting records indicating all payments and proceeds received with respect to any part of the Article 9 Collateral, and, upon the occurrence and during the
continuance of an Event of Default or at such times as the Collateral Trustee may request, promptly to prepare and deliver to the Collateral Trustee a duly certified schedule or schedules in form and detail satisfactory to the Collateral Trustee
showing the identity, amount and location of any and all Article 9 Collateral. 
 (c) RESERVED. 

  
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 (d) Each Grantor shall, at its own expense, take any and all actions reasonably necessary to
defend title to the Article 9 Collateral against all persons and to defend the Security Interest of the Collateral Trustee in the Article 9 Collateral and the priority thereof against any Lien not expressly permitted pursuant to the Credit
Agreement and permitted (if addressed therein or, otherwise, not prohibited) by the other applicable Financing Documents. 
 (e)
Each Grantor agrees, at its own expense, promptly to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions reasonably necessary as the Collateral Trustee may from time to time
reasonably request and which are necessary to obtain, preserve, protect and perfect the Security Interest and the rights and remedies created hereby, including the payment of any fees and Taxes required in connection with the execution and delivery
of this Agreement, the granting of the Security Interest and the filing of any financing or continuation statements (including fixture filings) or other documents in connection herewith or therewith. If any amount payable to any Grantor under or in
connection with any of the Article 9 Collateral shall be or become evidenced by any promissory note or other instrument, such note or instrument shall be promptly pledged and, subject to Section 4.04(a) and Section 4.04(c), delivered
to the Collateral Trustee, duly endorsed in a manner satisfactory to the Collateral Trustee. 
 (f) Each Grantor will permit any
representatives designated by the Collateral Trustee to visit, inspect and verify the financial records and the properties of the Borrower or any other Loan Party (including the premises upon which any of the Article 9 Collateral is located) at
reasonable times, but no more than twice annually, or, if an Event of Default has occurred and is continuing, as often as requested and to inspect and verify the Article 9 Collateral, all records related thereto and to make extracts and copies
from such records, and permit any representatives designated by the Collateral Trustee to discuss the Collateral, affairs, finances and condition of the Borrower or any other Loan Party with the officers thereof and independent accountants therefor
all at such times as may be requested. The Collateral Trustee shall have the absolute right to share any information it gains from such inspection, discussions or verification with any Secured Party. 

(g) At its option, the Collateral Trustee may discharge past due Taxes, assessments, charges, fees, Liens, security interests or other
encumbrances at any time levied or placed on the Article 9 Collateral and not expressly permitted pursuant to the Credit Agreement and permitted (if addressed therein or, otherwise, not prohibited) by the other applicable Financing Documents,
and may pay for the maintenance and preservation of the Article 9 Collateral to the extent any Grantor fails to do so as required by the Credit Agreement, this Agreement or the other applicable Financing Documents, and each Grantor jointly and
severally agrees to reimburse the Collateral Trustee on demand for any reasonable payment made or any reasonable expense incurred by the Collateral Trustee pursuant to the foregoing authorization; provided, however, that nothing in
this paragraph shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Collateral Trustee or any Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to Taxes,
assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Financing Documents. 
 (h) RESERVED. 

  
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 (i) Each Grantor shall remain liable to observe and perform all the conditions and
obligations to be observed and performed by it under each contract, agreement or instrument relating to the Article 9 Collateral, all in accordance with the terms and conditions thereof, and each Grantor jointly and severally agrees to
indemnify and hold harmless the Collateral Trustee and the Secured Parties from and against any and all liability for such performance. 
 (j) No Grantor shall make or permit to be made an assignment, pledge or hypothecation of the Article 9 Collateral or shall grant any other Lien in respect of the Article 9 Collateral or consent to the
filing of any notice filed under the Assignment of Claims Act, except, in each case, as expressly permitted by the Credit Agreement and permitted (if addressed therein or, otherwise, not prohibited) by the other applicable Financing Documents. No
Grantor shall make or permit to be made any transfer of the Article 9 Collateral and each Grantor shall remain at all times in possession or otherwise in control of the Article 9 Collateral owned by it, except as permitted by the Credit
Agreement and permitted (if addressed therein or, otherwise, not prohibited) by the other applicable Financing Documents. 
 (k)
No Grantor will, without the Collateral Trustee’s prior written consent (such consent not to be unreasonably withheld or delayed), grant any extension of the time of payment of any Accounts included in the Article 9 Collateral, compromise,
compound or settle the same for less than the full amount thereof, release, wholly or partly, any person liable for the payment thereof or allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, compromises,
compoundings or settlements granted or made in the ordinary course of business or in accordance with such prudent and standard practice used in industries that are the same as or similar to those in which such Grantor is engaged. 

(l) Each Grantor, at its own expense, shall maintain or cause to be maintained Insurance covering physical loss or damage to the
Inventory and Equipment in accordance with the requirements set forth in the Credit Agreement and the requirements of any other applicable Financing Documents. Each Grantor irrevocably makes, constitutes and appoints the Collateral Trustee (and all
officers, employees or agents designated by the Collateral Trustee) as such Grantor’s true and lawful agent (and attorney-in-fact) for the purpose, upon the occurrence and during the continuance of an Event of Default, of making, settling and
adjusting claims in respect of Article 9 Collateral under policies of Insurance, endorsing the name of such Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all
determinations and decisions with respect thereto. In the event that any Grantor at any time or times shall fail to obtain or maintain any of the policies of insurance required hereby or under the Credit Agreement or any other applicable Financing
Documents or to pay any premium in whole or part relating thereto, the Collateral Trustee may, without waiving or releasing any obligation or liability of any Grantor hereunder or any Default or Event of Default, in its sole discretion, obtain and
maintain such policies of insurance and pay such premium and take any other actions with respect thereto as the Collateral Trustee deems advisable. All sums disbursed by the Collateral Trustee in connection with this paragraph, including
attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable, upon demand, by the Grantors to the Collateral Trustee and shall be additional Obligations secured hereby. 

  
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 SECTION 4.04. Other Actions. In order to further insure the attachment,
perfection and priority of, and the ability of the Collateral Trustee to enforce, the Security Interest in the Article 9 Collateral, each Grantor agrees, in each case at such Grantor’s own expense, to take the following actions with
respect to the following Article 9 Collateral: 
 (a) Instruments. If any Grantor shall at any
time hold or acquire any Instrument in an amount in excess of $5,000,000 individually (or $15,000,000 in the aggregate, for all such amounts that are $5,000,000 or less) such Grantor shall forthwith endorse, assign and deliver the same to the
Collateral Trustee, accompanied by such undated instruments of endorsement, transfer or assignment duly executed in blank as the Collateral Trustee may from time to time specify. 

(b) Deposit Accounts. Except as expressly permitted pursuant to the Credit Agreement and permitted by the
other applicable Financing Documents, each Deposit Account (other than any Excluded Account) that any Grantor at any time opens or maintains, such Grantor shall upon the Collateral Trustee’s request, cause the depositary bank to agree to comply
at any time with instructions from the Collateral Trustee to such depositary bank directing the disposition of funds from time to time credited to such Deposit Account, without further consent of such Grantor or any other person, pursuant to an
agreement in form and substance reasonably satisfactory to the Collateral Trustee. Collateral Trustee agrees with each Grantor that the Collateral Trustee shall not give any such instructions or withhold any withdrawal rights from any Grantor,
unless an Event of Default has occurred and is continuing. The provisions of this paragraph shall not apply to any Deposit Account for which any Grantor, the depositary bank and the Collateral Trustee have entered into a cash collateral agreement
specially negotiated among such Grantor, the depositary bank and the Collateral Trustee for the specific purpose set forth therein. 
 (c) Investment Property. Except to the extent otherwise provided in Article III, if any Grantor shall at any time hold or acquire any certificated security in an amount in excess of
$5,000,000 individually (or $15,000,000 in the aggregate, for all such amounts that are $5,000,000 or less) such Grantor shall forthwith endorse, assign and deliver the same to the Collateral Trustee, accompanied by such undated instrument of
transfer or assignment duly executed in blank as the Collateral Trustee may from time to time specify. If any security in an amount in excess of $5,000,000 individually (or $15,000,000 in the aggregate, for all such amounts that are $5,000,000 or
less) now or hereafter acquired by any Grantor is uncertificated and is issued to such Grantor or its nominee directly by the issuer thereof, such Grantor shall promptly notify the Collateral Trustee thereof and, at the Collateral Trustee’s
request, pursuant to an agreement in form and substance satisfactory to the Collateral Trustee, either (i) cause the issuer to agree to comply with instructions from the Collateral Trustee as to such securities, without further consent of any
Grantor or such nominee, or (ii) upon the occurrence and during the continuance of an Event of Default, at the option of the Collateral Trustee, arrange for the Collateral Trustee to become the registered owner of the securities. If any
security, whether certificated or uncertificated, or other Investment Property, in each case in an amount in excess of $5,000,000 individually (or $15,000,000 in the aggregate, for all such amounts that are $5,000,000 or less) now or hereafter
acquired by any Grantor are 

  
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held by such Grantor or its nominee through a Securities Intermediary or Commodity Intermediary, such Grantor shall promptly notify the Collateral Trustee thereof and, at the Collateral
Trustee’s request and option, pursuant to an agreement in form and substance satisfactory to the Collateral Trustee, either (i) cause such Securities Intermediary or Commodity Intermediary, as the case may be, to agree to comply with
Entitlement Orders from the Collateral Trustee to such Securities Intermediary as to such securities or other Investment Property, or upon the occurrence and during the continuance of an Event of Default, at the option of the Collateral Trustee, (as
the case may be) to apply any value distributed on account of any commodity contract as directed by the Collateral Trustee to such Commodity Intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case
of Financial Assets (as governed by Article 8 of the New York UCC) or other Investment Property held through a Securities Intermediary, arrange for the Collateral Trustee to become the Entitlement Holder with respect to such Investment
Property, with the Grantor being permitted, only with the consent of the Collateral Trustee, to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Trustee agrees with each Grantor that the Collateral Trustee
shall not give any such Entitlement Orders or instructions or directions to any such issuer, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor,
unless an Event of Default has occurred and is continuing. The provisions of this paragraph shall not apply to (x) any Excluded Accounts or (y) any Financial Assets credited to a Securities Account for which the Collateral Trustee is the
Securities Intermediary. 
 (d) Electronic Chattel Paper and Transferable Records. If any Grantor
at any time holds or acquires an interest, in an amount in excess of $5,000,000 individually (or $15,000,000 in the aggregate, for all such amounts that are $5,000,000 or less) in any Electronic Chattel Paper or any “transferable
record”, as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, such
Grantor shall promptly notify the Collateral Trustee thereof and, at the request of the Collateral Trustee, shall take such action as the Collateral Trustee may reasonably request to vest in the Collateral Trustee control under New York UCC
Section 9-105 of such Electronic Chattel Paper or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so
in effect in such jurisdiction, of such transferable record. The Collateral Trustee agrees with such Grantor that the Collateral Trustee will arrange, pursuant to procedures reasonably satisfactory to the Collateral Trustee and so long as such
procedures will not result in the Collateral Trustee’s loss of control, for the Grantor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 or, as the case may be, Section 201
of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing
or would occur after taking into account any action by such Grantor with respect to such Electronic Chattel Paper or transferable record. 

  
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 (e) Letter-of-Credit Rights. If any Grantor is at any time a
beneficiary under a letter of credit with a stated amount in excess of $5,000,000 individually (or $15,000,000 in the aggregate, for all such amounts that are $5,000,000 or less) now or hereafter issued in favor of such Grantor, such Grantor shall
promptly notify the Collateral Trustee thereof and, at the request and option of the Collateral Trustee, such Grantor shall, pursuant to an agreement in form and substance satisfactory to the Collateral Trustee, either (i) arrange for the
issuer and any confirmer of such letter of credit to consent to an assignment to the Collateral Trustee of the proceeds of any drawing under the letter of credit or (ii) upon the occurrence and during the continuance of an Event of Default, at
the option of the Collateral Trustee, arrange for the Collateral Trustee to become the transferee beneficiary of the letter of credit, with the Collateral Trustee agreeing, in each case, that the proceeds of any drawing under the letter of credit
are to be paid to the applicable Grantor unless an Event of Default has occurred or is continuing. 
 (f)
Commercial Tort Claims. If any Grantor shall at any time hold or acquire a Commercial Tort Claim in an amount reasonably estimated to exceed $5,000,000 individually (or $15,000,000 in the aggregate, for all such amounts that are
$5,000,000 or less) the Grantor shall promptly notify the Collateral Trustee thereof in a writing signed by such Grantor including a summary description of such claim and grant to the Collateral Trustee, for the ratable benefit of the Secured
Parties, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to the Collateral Trustee. 

ARTICLE V. 

Remedies 
 SECTION 5.01. Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, each Grantor agrees to deliver each item of Collateral to the
Collateral Trustee on demand, and it is agreed that the Collateral Trustee shall have the right to take any of or all the following actions at the same or different times: (a) with respect to any Article 9 Collateral consisting of
Intellectual Property, on demand and, other than in violation of any law, rule or regulation applicable to such Grantor or any then-existing agreements or licensing arrangements to the extent that waivers cannot be obtained, to cause the Security
Interest to become an assignment, transfer and conveyance of any of or all such Article 9 Collateral by the applicable Grantor to the Collateral Trustee, or to license or sublicense, whether general, special or otherwise, and whether on an exclusive
or nonexclusive basis, any such Article 9 Collateral throughout the world on such terms and conditions and in such manner as the Collateral Trustee shall reasonably determine, and (b) with or without legal process and with or without prior
notice or demand for performance, to take possession of the Article 9 Collateral and without liability for trespass to enter any premises where the Article 9 Collateral may be located for the purpose of taking possession of or removing the Article 9
Collateral and, generally, to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, each Grantor agrees that the Collateral Trustee


  
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shall have the right, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all or any part of the Collateral at a public or private sale or at any
broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Trustee shall deem appropriate. The Collateral Trustee shall be authorized at any such sale (if it deems it advisable to do so) to
restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any
such sale the Collateral Trustee shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely, free from any claim or
right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which such Grantor now has or may at any time in the future have under any rule of law or statute now
existing or hereafter enacted. 
 The Collateral Trustee shall give each applicable Grantor 10 days’ prior written
notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the Collateral Trustee’s intention to make any sale of Collateral. Such
notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on
which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Trustee may fix
and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Trustee may reasonably determine. The Collateral Trustee
shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Trustee may, without notice or publication, adjourn any
public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any
sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Trustee until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Trustee
shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent
permitted by law, private) sale made pursuant to this Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by applicable law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all
said rights being also hereby waived and released to the extent permitted by applicable law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured Party
from any Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property to the fullest extent permitted by applicable law. As an alternative to exercising
the power of sale herein conferred upon it, the Collateral Trustee may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts
having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this 

  
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Section 5.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions.

 SECTION 5.02. Application of Proceeds. The Collateral Trustee shall apply the proceeds of any collection, sale,
foreclosure or other realization upon any Collateral, including any Collateral consisting of cash, in accordance with Section 4 of the Intercreditor Agreement. 
 SECTION 5.03. Grant of License to Use Intellectual Property. For the purpose of enabling the Collateral Trustee to exercise rights and remedies under this Agreement at such time as the
Collateral Trustee shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Collateral Trustee an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the
Grantors), to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license access to all
media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof. The use of such license by the Collateral Trustee may be exercised, at the option of the
Collateral Trustee, only upon the occurrence and during the continuation of an Event of Default; provided, however, that any license, sublicense or other transaction entered into by the Collateral Trustee in accordance herewith shall
be binding upon each Grantor notwithstanding any subsequent cure of an Event of Default. 
 SECTION 5.04. Securities Act,
Etc. In view of the position of the Grantors in relation to the Pledged Collateral, or because of other current or future circumstances, a question may arise under the U.S. Securities Act of 1933, as now or hereafter in effect, or any
similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the “Federal Securities Laws”) with respect to any disposition of the Pledged
Collateral permitted hereunder. Each Grantor understands that compliance with the Federal Securities Laws might very strictly limit the course of conduct of the Collateral Trustee if the Collateral Trustee were to attempt to dispose of all or any
part of the Pledged Collateral, and might also limit the extent to which or the manner in which any subsequent transferee of any Pledged Collateral could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting
the Collateral Trustee in any attempt to dispose of all or part of the Pledged Collateral under applicable “blue sky” or other state securities laws or similar laws analogous in purpose or effect. Each Grantor recognizes that in light of
such restrictions and limitations the Collateral Trustee may, with respect to any sale of the Pledged Collateral, limit the purchasers to those who will agree, among other things, to acquire such Pledged Collateral for their own account, for
investment, and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that in light of such restrictions and limitations, the Collateral Trustee, in its reasonable discretion (a) may proceed to make such a
sale whether or not a registration statement for the purpose of registering such Pledged Collateral or part thereof shall have been filed under the Federal Securities Laws and (b) may approach and negotiate with a limited


  
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number of potential purchasers (including a single potential purchaser) to effect such sale. Each Grantor acknowledges and agrees that any such sale might result in prices and other terms less
favorable to the seller than if such sale were a public sale without such restrictions. In the event of any such sale, the Collateral Trustee shall incur no responsibility or liability for selling all or any part of the Pledged Collateral at a price
that the Collateral Trustee may in good faith deem reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if
more than a limited number of purchasers (or a single purchaser) were approached. The provisions of this Section 5.04 will apply notwithstanding the existence of a public or private market upon which the quotations or sales prices may exceed
substantially the price at which the Collateral Trustee sells. 
 ARTICLE VI. 

Indemnity, Subrogation and Subordination 
 SECTION 6.01. Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Grantors may have under applicable law
(but subject to Section 6.03), each Grantor agrees that (a) in the event a payment shall be made by any Grantor under this Agreement on behalf of another Grantor (such other Grantor, the “Primary Grantor”), such
Primary Grantor shall indemnify such Grantor for the full amount of such payment and such Grantor shall be subrogated to the rights of the person to whom such payment shall have been made to the extent of such payment and (b) in the event any
assets of any Grantor shall be sold pursuant to this Agreement or any other Security Document to satisfy in whole or in part a claim of any Secured Party, Primary Grantor shall indemnify such Grantor in an amount equal to the greater of the book
value or the fair market value of the assets so sold. 
 SECTION 6.02. Contribution and Subrogation. Each Grantor
(a “Contributing Grantor”) agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Grantor hereunder in respect of any Obligation, or assets of any other Grantor shall be sold pursuant to
any Security Document to satisfy any Obligation owed to any Secured Party, and such other Grantor (the “Claiming Grantor”) shall not have been fully indemnified by a Primary Grantor as provided in Section 6.01, the
Contributing Grantor shall indemnify the Claiming Grantor in an amount equal to (i) the amount of such payment or (ii) the fair market value of such assets as the case may be multiplied by a fraction of which the numerator shall be the net
worth of the Contributing Grantor on the date hereof and the denominator shall be the aggregate net worth of all the Grantors on the date hereof (or, in the case of any Grantor becoming a party hereto pursuant to Section 7.16, the date of the
supplement hereto executed and delivered by such Grantor). Any Contributing Grantor making any payment to a Claiming Grantor pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Grantor under Section 6.01 to the
extent of such payment. 

  
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 SECTION 6.03. Subordination. (a) Notwithstanding any provision of this
Agreement to the contrary, all rights of the Grantors under Sections 6.01 and 6.02 and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the Discharge of Obligations in
accordance with the Intercreditor Agreement. No failure on the part of the Borrower or any Subsidiary Guarantor to make the payments required by Sections 6.01 and 6.02 (or any other payments required under applicable law or otherwise) shall in
any respect limit the obligations and liabilities of any Subsidiary Guarantor with respect to its obligations hereunder, and each Subsidiary Guarantor shall remain liable for the full amount of its obligations hereunder. 

(b) The Borrower and each Subsidiary Guarantor hereby agree that all Indebtedness and other monetary obligations owed by it to the
Borrower or any Subsidiary shall be fully subordinated to the Discharge of Obligations in accordance with the Intercreditor Agreement. 
 ARTICLE VII. 
 Miscellaneous 

SECTION 7.01. Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be
in writing and given as provided in Section 9.7 of the Intercreditor Agreement. All communications and notices hereunder to any Subsidiary Guarantor shall be given to it in care of the Borrower as provided in Section 9.7 of the
Intercreditor Agreement in which case such Subsidiary Guarantor shall be deemed to have received such notice. 
 SECTION 7.02.
Security Interest Absolute. All rights of the Collateral Trustee hereunder, the Security Interest, the grant of a security interest in the Pledged Collateral and all obligations of each Grantor hereunder shall be absolute and
unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Financing Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the
foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Financing
Document or any other agreement or instrument relating to the foregoing, (c) any exchange, release or non-perfection of any Lien on Collateral or any other collateral, or any release or amendment or waiver of or consent under or departure from
any guarantee, securing or guaranteeing all or any of the Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Grantor in respect of the Obligations or this Agreement.

 SECTION 7.03. Survival of Agreement. All covenants, agreements, representations and warranties made by the Loan
Parties in the Financing Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Financing Document 

  
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shall be considered to have been relied upon by the other Secured Parties and shall survive the execution and delivery of the Financing Documents and the making of any loans, extensions of
credit, hedging arrangements or other financial accommodations, regardless of any investigation made by any other Secured Parties on its behalf and notwithstanding that the Collateral Trustee or any other Secured Parties may have had notice or
knowledge of any Default under any Financing Document, Event of Default or incorrect representation or warranty at the time any loans, extensions of credit, hedging arrangements or financial accommodations are extended under any Financing Document,
and shall continue in full force and effect as long as any Obligations are outstanding and unpaid. 
 SECTION 7.04.
Binding Effect; Several Agreement. This Agreement shall become effective as to any Grantor party hereto when a counterpart hereof executed on behalf of such Grantor shall have been delivered to the Collateral Trustee and a counterpart
hereof shall have been executed on behalf of the Collateral Trustee, and thereafter shall be binding upon such Grantors and the Collateral Trustee and their respective permitted successors and assigns, and shall inure to the benefit of such Grantor,
the Collateral Trustee and the other Secured Parties and their respective successors and assigns, except that no Grantor shall have the right to assign or transfer its rights or obligations hereunder or any interest herein or in the Collateral (and
any such assignment or transfer shall be void) except as expressly contemplated or permitted by this Agreement, the Credit Agreement and permitted (if addressed therein or, otherwise, not prohibited) by the other applicable Financing Documents. This
Agreement shall be construed as a separate agreement with respect to each Grantor party hereto and may be amended, modified, supplemented, waived or released with respect to any such Grantor without the approval of any other Grantor party hereto and
without affecting the obligations of any other such Grantor hereunder. 
 SECTION 7.05. Successors and Assigns.
Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Grantor or
the Collateral Trustee that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns. 
 SECTION 7.06. Collateral Trustee’s Fees and Expenses; Indemnification. (a) Each Grantor agrees, on a joint and several basis, to pay or reimburse (as applicable) the Collateral
Trustee for all its reasonable and documented out-of-pocket expenses (including the reasonable fees, charges and disbursements of counsel for the Collateral Trustee and of a single local counsel in each relevant jurisdiction) incurred in collecting
against a Grantor under the Guaranty or otherwise enforcing or protecting any rights of the Collateral Trustee under this Agreement or the other Financing Documents including all reasonable and documented out-of-pocket expenses incurred during any
workout, restructuring or negotiations in respect of the Obligations. 

  
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 (b) Without limitation of its indemnification obligations under the other Financing
Documents, each Grantor jointly and severally agrees to indemnify the Collateral Trustee and its respective Related Parties (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from any
and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of counsel for the Collateral Trustee and of a single local counsel in each relevant jurisdiction), and shall indemnify and
hold harmless each Indemnitee from all fees and time charges and disbursements, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) arising out of, or in connection with, or as
a result of (i) the execution or delivery of this Agreement, any other Financing Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or
thereunder or the consummation of the transactions contemplated hereby or thereby or (ii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other
theory, whether brought by a third party or by any Grantor, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims,
damages, liabilities or reasonable expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or
(y) are owed with respect to disputes between and among Indemnitees (other than disputes against any Indemnitee in its capacity as Collateral Trustee or any other Agent or Secured Debt Representative). To the extent permitted by applicable
law, no party hereto shall assert, and each party hereto hereby waives any claim against any Grantor or Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising
out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transaction, any Loan or use of proceeds; provided that such waiver shall not include or affect in any way the obligations of the
Borrower and Intermediate Holdings to indemnify the Indemnitees as set forth in this Section 7.06. 
 If for any reason the foregoing
indemnification is unavailable to an Indemnitee or insufficient to hold it harmless, then the Grantors will contribute to the amount paid or payable by such Indemnitee as a result of such loss, claim, damage or liability in such proportion as is
appropriate to reflect the relative economic interests of (i) such Grantor and their respective Subsidiaries, Affiliates, shareholders, partners, members or other equity holders on the one hand and (ii) the Indemnitee on the other hand in
the matters contemplated by the indemnities set forth in the preceding paragraph as well as the relative fault of (x) such Grantors and their respective Subsidiaries, Affiliates, shareholders, partners, members or other equity holders on the
one hand and (y) the Indemnitee with respect to such loss, claim, damage or liability and any other relevant equitable considerations. The indemnity and contribution obligations of the Grantors under this paragraph will be in addition to any
liability which the Grantors may otherwise have and will be binding upon and inure to the benefit of any successors and assigns of the Grantors, the Indemnitees, any such Subsidiaries and any such Affiliates. 

(c) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Security Documents.
The provisions of this Section 7.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Financing Document, the consummation of the transactions


  
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contemplated hereby, the repayment of any of the Obligations or the invalidity or unenforceability of any term or provision of this Agreement or any other Financing Document. All amounts due
under this Section 7.06 shall be payable on written demand therefor and shall bear interest, on and from the date of demand, at the rate specified in the Credit Agreement. 

SECTION 7.07. Collateral Trustee Appointed Attorney-in-Fact. Each Grantor hereby
appoints the Collateral Trustee as the attorney-in-fact of such Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Trustee may deem reasonably necessary or
advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest (provided that in no such event shall such appointment extend beyond the termination of this Agreement). Without limiting the generality of
the foregoing, the Collateral Trustee shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Trustee’s name or in the name of such Grantor
(a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof, (b) to demand, collect, receive payment of, give
receipt for and give discharges and releases of all or any of the Collateral, (c) to sign the name of any Grantor on any invoice or bill of lading relating to any of the Collateral, (d) to send verifications of Accounts Receivable to any
Account Debtor, (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in
respect of any Collateral, (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral, (g) to notify, or to require any Grantor to notify, Account Debtors to make
payment directly to the Collateral Trustee, and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the
purposes of this Agreement in accordance with its terms, as fully and completely as though the Collateral Trustee were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be
construed as requiring or obligating the Collateral Trustee to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Trustee, or to present or file any claim or notice, or to take any
action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Trustee and the other Secured Parties shall be accountable only for amounts actually
received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross
negligence, willful misconduct or bad faith. 
 SECTION 7.08. Applicable
Law. THIS AGREEMENT AND THE OTHER FINANCING DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER FINANCING DOCUMENT (EXCEPT, AS TO ANY OTHER FINANCING DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED 

  
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BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (OTHER THAN MANDATORY PROVISIONS OF THE UNIFORM COMMERCIAL CODE RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT
OF PERFECTION OF A SECURITY INTEREST). 
 SECTION 7.09. Waivers; Amendment. (a) No failure or delay by the
Collateral Trustee, the Administrative Agent or any other Secured Party in exercising any right or power hereunder or under any other Financing Document shall operate as a waiver hereof or thereof, nor shall any single or partial exercise of any
such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Collateral Trustee, the
Administrative Agent and the other Secured Parties hereunder and under the other Financing Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Financing Document
or consent to any departure by any Grantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.09, and then such waiver or consent shall be effective only in the specific instance
and for the purpose for which given. Without limiting the generality of the foregoing, the making of loans, extensions of credit, hedging arrangements or financial accommodations shall not be construed as a waiver of any Default under any Financing
Document or Event of Default, regardless of whether the Collateral Trustee or any other Secured Party may have had notice or knowledge of such Default under any Financing Document or Event of Default at the time. No notice or demand on any Grantor
in any case shall entitle any Grantor to any other or further notice or demand in similar or other circumstances. 
 (b) Neither
this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Trustee and the Grantors with respect to which such waiver, amendment or modification
is to apply, subject to any consent required in accordance with Section 5.2 or Section 9.3 of the Intercreditor Agreement. 
 SECTION 7.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO
(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER FINANCING DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.10. 

  
 31 








 SECTION 7.11. Severability. In the event any one or more of the provisions
contained in this Agreement or in any other Financing Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way
be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor
in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 

SECTION 7.12. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract, and shall become effective as provided in Section 7.04. Delivery of an executed signature page to this Agreement
by facsimile transmission or pdf shall be as effective as delivery of a manually signed counterpart of this Agreement. 

SECTION 7.13. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference
only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement. 
 SECTION 7.14. Jurisdiction; Consent to Service of Process. (a) Each of the Grantors hereby irrevocably and unconditionally agrees that it will not commence any suit, action, litigation
or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against any of the Secured Parties or any Related Party of the foregoing in any way relating to this Agreement or any other Financing
Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any
appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and
determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and
may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Financing Document shall affect any right that the Administrative Agent, the Collateral Trustee or
any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or any other Financing Document against any Grantor or its properties in the courts of any jurisdiction. 

(b) Each of the Grantors irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it
may now or hereafter have to the laying 

  
 32 








 
of venue of any action or proceeding arising out of or relating to this Agreement or any other Financing Document in any court referred to in paragraph (a) of this Section 7.14. Each of
the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. 

(c) Each of the Grantors hereby irrevocably consents to service of process in the manner provided for notices in Section 7.01.
Nothing in this Agreement or any other Financing Document will affect the right of the Collateral Trustee to serve process in any other manner permitted by law. 
 SECTION 7.15. Termination or Release. (a) This Agreement, the guarantees made herein, the Security Interest, the pledge of the Pledged Collateral and all other security interests
granted hereby shall not terminate until the receipt of notice by the Collateral Trustee of the Discharge of Obligations in accordance with the Intercreditor Agreement. 
 (b) A Subsidiary Guarantor shall automatically be released from its obligations hereunder and the Security Interests created hereunder in the Collateral of such Subsidiary Guarantor shall be automatically
released upon the consummation of any transaction permitted by the Credit Agreement and permitted (if addressed therein or, otherwise, not prohibited) by the other applicable Financing Documents as a result of which such Subsidiary Guarantor ceases
to be a Subsidiary. 
 (c) Collateral shall be released in accordance with Section 5.1 of the Intercreditor Agreement.

 (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) above, the Collateral
Trustee shall promptly execute and deliver to any Grantor, at such Grantor’s expense, all Uniform Commercial Code termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release.
Any execution and delivery of documents pursuant to this Section 7.15 shall be without recourse to or representation or warranty by the Collateral Trustee or any Secured Party. Without limiting the provisions of Section 7.06, the Borrower
shall reimburse the Collateral Trustee upon demand for all costs and out of pocket expenses, including the fees, charges and expenses of counsel, incurred by it in connection with any action contemplated by this Section 7.15. 

SECTION 7.16. Additional Subsidiaries. Any Subsidiary that is required to become a party hereto pursuant to the Credit
Agreement or any other Financing Document shall enter into this Agreement as a Subsidiary Guarantor and a Grantor upon becoming such a Subsidiary. Upon execution and delivery by the Collateral Trustee and such Subsidiary of a supplement in the form
of Exhibit A hereto and a Perfection Certificate, such Subsidiary shall become a Subsidiary Guarantor and a Grantor hereunder with the same force and effect as if originally named as a Subsidiary Guarantor and a Grantor herein. The execution and
delivery of any such instrument shall not require the consent of any other Grantor hereunder. The rights and obligations of each Grantor hereunder shall 

  
 33 








 
remain in full force and effect notwithstanding the addition of any new Grantor as a party to this Agreement. 
 SECTION 7.17. Intercreditor Agreement Controls. Notwithstanding anything herein to the contrary, (a) the Lien and security interests granted pursuant to this Agreement and the exercise
of any right or remedy hereunder are subject to the terms of the Intercreditor Agreement and (b) in the event of any conflict between the terms hereof and the terms of the Intercreditor Agreement, the Intercreditor Agreement shall govern and
control; provided that, for the avoidance of doubt, any provisions in this Agreement governing the creation and perfection of a security interest in, or otherwise establishing the Collateral Trustee’s or Secured Parties’ rights in,
the Collateral shall govern and be of full force and effect, notwithstanding any provision to the contrary in the Intercreditor Agreement. 
 [Remainder of page intentionally left blank] 

  
 34 








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

							
		 	 DYNEGY MIDWEST GENERATION, LLC,

as Borrower

				
		 		 	by	 	
		 		 		 	 /s/ Clint C. Freeland

		 		 		 	Name: Clint C. Freeland
		 		 		 	Title: Executive Vice President and
		 		 		 	Chief Financial Officer
		
		 	 HAVANA DOCK ENTERPRISES, LLC,

as a Subsidiary

				
		 		 	by	 	
		 		 		 	 /s/ Clint C. Freeland

		 		 		 	Name: Clint C. Freeland
		 		 		 	 Title: Executive Vice President and
 Chief Financial Officer



  
 [Signature
page to Guarantee and Collateral Agreement] 








							
		 	 CREDIT SUISSE AG, CAYMAN ISLANDS

BRANCH, as Collateral Trustee

				
		 		 	by	 	
		 		 		 	 /s/ James Moran

		 		 		 	Name: James Moran
		 		 		 	Title: Managing Director
				
		 		 	by	 	
		 		 		 	 /s/ Nupur Kumar

		 		 		 	Name: Nupur Kumar
		 		 		 	Title: Vice President


  
 [Signature
page to Guarantee and Collateral Agreement] 







 SCHEDULE I 
 SUBSIDIARY GUARANTORS 
 Havana Dock Enterprises, LLC 

  
 Schedule I








 SCHEDULE II 
 EQUITY INTERESTS; PLEDGED DEBT SECURITIES 
 Equity Interests: 

 

															
	 Grantor
	  	 Issuer
	  	 Type of

Organization
	    	 # of
 Shares
 Owned
	    	 Total
 Shares
 Outstanding
	    	 % of
 Interest
 Pledged
	 	 	 Certificate
 No.
 (if
 uncertificated,
please
 indicate
so)

	 Dynegy Midwest Generation, LLC
	  	Havana Dock Enterprises, LLC	  	Limited Liability Company	    	N/A	    	N/A	    	 	100	% 	 	Uncertificated

 Pledged Debt Securities: 
 None. 

  
 Schedule II








 SCHEDULE III 
 INTELLECTUAL PROPERTY 
 Part A – Owned Intellectual Property 

None. 
 Part B – Licensed Intellectual
Property 
 Trademarks licensed to Dynegy Coal Investments Holdings, LLC and its subsidiaries under that certain Trademark License Agreement,
dated as of August 5, 2011, by and between Dynegy Inc. and Dynegy Coal Investments Holdings, LLC. 

  
 Schedule III








 SCHEDULE IV 
 CERTAIN UNCERTIFICATED LIMITED LIABILITY COMPANIES AND LIMITED PARTNERSHIPS 

1. Havana Dock Enterprises, LLC 

  
 Schedule IV








 EXHIBIT A 
 FORM OF SUPPLEMENT 
 SUPPLEMENT NO.
[—] (this “Supplement”) dated as of [—], 20[—] to the Guarantee and
Collateral Agreement dated as of August 5, 2011 (the “Guarantee and Collateral Agreement”), among DYNEGY MIDWEST GENERATION, LLC (the “Borrower”), each Subsidiary of the Borrower from time to time
party thereto (each such Subsidiary individually a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”; the Subsidiary Guarantors, and the Borrower are referred to collectively herein
as the “Grantors”) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (“Credit Suisse”), as collateral trustee (in such capacity, the “Collateral Trustee”) for the Secured Parties (as
defined therein). 
 A. Reference is made to the Credit Agreement dated as of August 5, 2011 (as amended, supplemented or
otherwise modified from time to time, the “Credit Agreement”), among the Borrower, DYNEGY COAL INVESTMENTS HOLDINGS, LLC (“Intermediate Holdings”), the lenders from time to time party thereto (the
“Lenders”), the Collateral Trustee and Credit Suisse as administrative agent for the Lenders. 
 B.
Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement or, if not defined in the Credit Agreement, in the Guarantee and Collateral Agreement. 

C. The Grantors have entered into the Guarantee and Collateral Agreement in order to induce (a) the Lenders to make loans to the
Borrower under the Credit Agreement and (b) certain other Secured Parties to make extensions of credit to the Loan Parties under the other Financing Documents. Section 7.16 of the Guarantee and Collateral Agreement provides that additional
Subsidiaries of the Borrower shall, if required to become a party thereto pursuant to the Credit Agreement or any other Financing Document, only become Subsidiary Guarantors and Grantors under the Guarantee and Collateral Agreement by execution and
delivery of an instrument in the form of this Supplement. The undersigned Subsidiary (the “New Subsidiary”) is executing this Supplement in accordance with the requirements of Section 5.12 of the Credit Agreement and the
other Financing Documents to become a Subsidiary Guarantor and a Grantor under the Guarantee and Collateral Agreement as consideration for loans made to the Borrower under the Credit Agreement and extensions of credit made or to be made by certain
other Secured Parties to the Loan Parties under the other Financing Documents. 
 Accordingly, the Collateral Trustee and the
New Subsidiary agree as follows: 
 SECTION 1. In accordance with Section 7.16 of the Guarantee and Collateral Agreement,
the New Subsidiary by its signature below becomes a Grantor and Subsidiary Guarantor under the Guarantee and Collateral Agreement with the same force and effect as if originally named therein as a Grantor and Subsidiary Guarantor and the New
Subsidiary hereby (a) agrees to all the terms and provisions of the Guarantee and Collateral Agreement applicable to it as a Grantor and Subsidiary Guarantor thereunder and (b) represents and warrants that the representations and
warranties made by it as a Grantor and Subsidiary Guarantor thereunder are 

  
 Exhibit A








 
true and correct on and as of the date hereof. In furtherance of the foregoing, the New Subsidiary, as security for the payment and performance in full of the Obligations (as defined in the
Guarantee and Collateral Agreement), does hereby create and grant to the Collateral Trustee, its successors and assigns, for the ratable benefit of the Secured Parties, their successors and assigns, a security interest in and lien on all of the New
Subsidiary’s right, title and interest in and to the Collateral (as defined in the Guarantee and Collateral Agreement) of the New Subsidiary. Each reference to a “Grantor” or a “Subsidiary Guarantor” in the Guarantee and
Collateral Agreement shall be deemed to include the New Subsidiary. The Guarantee and Collateral Agreement is hereby incorporated herein by reference. 
 SECTION 2. The New Subsidiary represents and warrants to the Collateral Trustee and the other Secured Parties that (a) this Supplement has been duly authorized, executed and delivered by it and the
obligations assumed by the New Subsidiary under the Guarantee and Collateral Agreement constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms, and (b) delivered with this Supplement is a true and
accurate Perfection Certificate. 
 SECTION 3. This Supplement may be executed in counterparts (and by different parties hereto
on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Collateral Trustee shall have received counterparts of
this Supplement that, when taken together, bear the signatures of the New Subsidiary and the Collateral Trustee. Delivery of an executed signature page to this Supplement by facsimile transmission or pdf shall be as effective as delivery of a
manually signed counterpart of this Supplement. 
 SECTION 4. Except as expressly supplemented hereby, the Guarantee and
Collateral Agreement shall remain in full force and effect. 
 SECTION 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 SECTION 6. In case any one or more of the provisions
contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Guarantee and Collateral Agreement shall not in any way
be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall
endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 

SECTION 7. All communications and notices hereunder shall (except as otherwise expressly permitted by the Guarantee and Collateral
Agreement) be in writing and given as provided in Section 7.01 of the Guarantee and Collateral Agreement. All communications and notices hereunder to the New Subsidiary may be given to it in care of the Borrower as provided in Section 7.01
of the Guarantee and Collateral Agreement. 

  
 Exhibit A








 SECTION 8. The New Subsidiary agrees to reimburse the Collateral Trustee within ten days of
written demand for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Collateral Trustee. 

  
 Exhibit A








 IN WITNESS WHEREOF, the New Subsidiary and the Collateral Trustee have duly executed this
Supplement to the Guarantee and Collateral Agreement as of the day and year first above written. 
  

							
		 	 [NAME OF NEW SUBSIDIARY]

				
		 		 	 by
  
	 	
		 		 		 	  
 Name:

		 		 		 	Title:
		
		 	 CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,

as Collateral Trustee

				
		 		 	 by
  
	 	
		 		 		 	  
 Name:

		 		 		 	Title:
				
		 		 	 by
  
	 	
		 		 		 	  
 Name:

		 		 		 	Title:
		
		 	 Acknowledged by:

		
		 	 DYNEGY MIDWEST GENERATION, LLC,

as Borrower and agent of the existing Subsidiary Guarantors

				
		 		 	 by
  
	 	
		 		 		 	  
 Name:

		 		 		 	Title:


  
 Exhibit A








 EXHIBIT B 
 FORM OF PERFECTION CERTIFICATE 
 Date:
[                    ] 
 To: [CREDIT SUISSE
AG, CAYMAN ISLANDS BRANCH, as Administrative Agent and Collateral Trustee]1 / [CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Collateral
Trustee]2 

Reference is made to: 
 (i) the credit agreement dated as of August 5, 2011 (the “Credit Agreement”) among Dynegy Midwest Generation, LLC (the “Borrower”), Dynegy Coal
Investments Holdings, LLC (“Intermediate Holdings”), Credit Suisse AG, Cayman Islands Branch, as Administrative Agent and Collateral Trustee, Credit Suisse Securities (USA) LLC and Goldman Sachs Lending Partners LLC, as Joint
Bookrunners and Joint Lead Arrangers, and the Lenders from time to time party thereto; and 
 (ii) the guarantee and collateral
Agreement dated as of August 5, 2011 (the “Guarantee and Collateral Agreement”) among the Borrower, the Grantors named therein and the Collateral Trustee. 

This Perfection Certificate is being delivered pursuant to [Section 5.06(b) of the Credit Agreement] / [Section 7.16 of the Guarantee and
Collateral Agreement] / [insert other applicable provision or basis for request]3. 
 Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to such terms in the Credit Agreement or, if not defined in the Credit Agreement, in the Guarantee and Collateral Agreement. 
 [The Borrower (on behalf of itself, Intermediate Holdings, and the other Grantors specified below)]4 / [[insert name of additional grantor] (as “New Subsidiary”]5 hereby represents and warrants as follows: 

 

	I.	CURRENT INFORMATION 


A. Legal Names, Organizations, Jurisdictions of Organization and Organizational Identification Numbers. The full and exact
legal name (as it appears in each respective certificate or 
  

	1 	To be used if this Perfection Certificate is being delivered pursuant to Section 5.06(b) of the Credit Agreement. 


	2 	To be used if this Perfection Certificate is being delivered pursuant to Section 7.16 of the Guarantee and Collateral Agreement. 


	3 	Delete as applicable. 


	4 	To be used if this Perfection Certificate is being delivered pursuant to Section 5.06(b) of the Credit Agreement. 


	5 	To be used if this Perfection Certificate is being delivered pursuant to Section 7.16 of the Guarantee and Collateral Agreement. 


  
 Exhibit B








 
articles of incorporation, limited liability membership agreement or similar organizational documents, in each case as amended to date), the type of organization (or if the Borrower or a
particular Grantor6 is an individual, please indicate so),
the jurisdiction of organization (or formation, as applicable), and the organizational identification number (not tax i.d. number) of the Borrower and each other Grantor are as follows: 

 

							
	 Name of Borrower/Grantor
	 	 Type of Organization
 (e.g. corporation, limited
 liability company,

limited partnership)
	 	 Jurisdiction
 of
 Organization

/ Formation
	 	 Organizational
 Identification

Number

	  	 	 	 	 	 	 
	  	 	 	 	 	 	 

 B. Chief Executive Offices and Mailing Addresses.
The chief executive office address (or the principal residence if the Borrower or a particular Grantor is a natural person) and the preferred mailing address (if different than chief executive office or residence) of the Borrower and each other
Grantor are as follows: 
  

					
	 Name of
 Borrower/Grantor
	 	 Address of Chief Executive
 Office (or for natural persons,

residence)
	 	 Mailing Address (if different

than CEO or residence)

	  	 	 	 	 
	  	 	 	 	 

 C. Special Grantors. Except as specifically identified
below, neither the Borrower nor any of the Grantors is a: (i) transmitting utility (as defined in Section 9-102(a)(80)), (ii) primarily engaged in farming operations (as defined in Section 9-102(a)(35)), (iii) a trust,
(iv) a foreign air carrier within the meaning of the federal aviation act of 1958, as amended or (v) a branch or agency of a bank which bank is not organized under the law of the United States or any state thereof. 

 

			
	 Name of
 Borrower/Grantor
	 	 Type of Special Grantor

	  	 	 
	  	 	 

  

	6 	 “Grantor” to be replaced with “New Subsidiary” throughout this certificate if this Perfection Certificate is being delivered
pursuant to Section 7.16 of the Guarantee and Collateral Agreement. 



  
 Exhibit B








 D. Trade Names/Assumed Names. 

Current Trade Names. Set forth below is each trade name or assumed name currently used by the Borrower or any other Grantor or by
which the Borrower or any Grantor is known or is transacting any business: 
  

					
	 Borrower/Grantor
	  	 Trade/Assumed Name
	  	  
	  	  	  	  	  
	  	  	  	  	  


  
 Exhibit B








 E. Changes in Names, Jurisdiction of Organization or Corporate Structure.

 Except as set forth below, neither the Borrower nor any other Grantor has changed its name, jurisdiction of organization
or its corporate structure in any way (e.g. by merger, consolidation, change in corporate form, change in jurisdiction of organization or otherwise) within the past five (5) years: 

 

					
	 Borrower/Grantor
	 	 Date of Change
	 	 Description of Change

		 		 	
		 		 	

 F. Prior Addresses. 

Except as set forth below, neither the Borrower nor any other Grantor has changed its chief executive office, or principal residence if
the Borrower or a particular Grantor is a natural person, within the past five (5) years: 
  

					
	 Borrower/Grantor
	 	 Prior Address/City/State/Zip Code
	 	  
		 		 	
		 		 	

 G. Acquisitions of Equity Interests or Assets. 

Except as set forth below, neither the Borrower nor any Grantor has acquired the equity interests of a non-Guarantor entity or
substantially all the assets of a non-Guarantor entity within the past five (5) years: 
  

					
	 Borrower/Grantor
	 	 Date of

Acquisition
	 	 Description of Acquisition

		 		 	
		 		 	

 H. Corporate Ownership and Organizational Structure. 

Attached as Exhibit A hereto is a true and correct chart showing the ownership relationship of the Loan Parties and all of their
subsidiaries. 

  
 Exhibit B









	II.	INFORMATION REGARDING CERTAIN COLLATERAL 

 A. Investment Related Property 
 1. Equity
Interests. Set forth below is a list of all equity interests owned by the Borrower and each Grantor together with the type of organization which issued such equity interests (e.g. corporation, limited liability company, partnership or
trust): 
  

															
	 Borrower
 /Grantor
	 	 Issuer
	 	 Type of
Organization
	 	 # of Shares Owned
	 	 Total

Shares Outstanding
	 	 % of
 Interest
 Pledged
	 	 Certificate No.
 (if
 uncertificated,
please indicate

so)
	 	 Par

Value

		 		 		 		 		 		 		 	
		 		 		 		 		 		 		 	

 2. Securities Accounts. Set forth below is a list of all securities accounts
in which the Borrower or any other Grantor customarily maintains securities or other assets having an aggregate value in excess of $10,000: 
  

					
	 Borrower/Grantor
	 	 Type of Account
	 	 Name & Address of

Financial Institutions

		 		 	
		 		 	

 3. Deposit Accounts. Set forth below is a list of all bank accounts
(checking, savings, money market or the like) in which the Borrower or any other Grantor customarily maintains in excess of $10,000: 
  

					
	 Borrower/Grantor
	 	 Type of Account
	 	 Name & Address of

Financial Institutions

		 		 	
		 		 	


  
 Exhibit B








 4. Debt Securities & Instruments. Set forth below is
a list of all debt securities and instruments owed to the Borrower or any other Grantor in the principal amount of greater than $10,000: 
  

							
	 Borrower/Grantor
	 	 Issuer of Instrument
	 	 Principal Amount of

Instrument
	 	 Maturity

Date

		 		 		 	
		 		 		 	

 B. Intellectual Property. Set forth below is a list of all copyrights, patents, trademarks,
all applications and licenses thereof and other intellectual property owned or used by the Borrower and each other Grantor: 
 1. Copyrights, Copyright Applications and Copyright Licenses 
  

									
	 Borrower/Grantor
	 	 Title
	 	 Filing Date/Issued Date
	 	 Status
	 	 Application/

Registration No.

		 		 		 		 	
		 		 		 		 	

 2. Patents, Patent Applications and Patent Licenses 

 

									
	 Borrower/Grantor
	 	 Title
	 	 Filing Date/Issued Date
	 	 Status
	 	 Application/

Registration No.

		 		 		 		 	
		 		 		 		 	

 3. Trademarks, Trademark Applications and Trademark Licenses 

 

									
	 Borrower/Grantor
	 	 Title
	 	 Filing Date/Issued Date
	 	 Status
	 	 Application/

Registration No.

		 		 		 		 	
		 		 		 		 	

 C. Tangible Personal Property in Possession of Warehousemen, Bailees and Other Third
Parties. Except as set forth below, no persons (including, without limitation, 

  
 Exhibit B








 
warehousemen and bailees) other than the Borrower or any other Grantor have possession of any material amount (fair market value of $10,000 or more) of tangible personal property of the Borrower
or any other Grantor: 
  

							
	 Borrower/Grantor
	 	 Address/City/State/Zip Code
	 	 County
	 	 Description of

Assets and Value

		 		 		 	
		 		 		 	

 D. Real Estate Related UCC Collateral 

1. Fixtures. Set forth below are all the locations where the Borrower or any other Grantor
(I) owns any real property that (a) is subject to a mortgage, (b) has a fair market value in excess of $25,000,000 or (c) is used in connection with a power generation facility or (II) leases real property for which the annual
rent costs are in excess of $10,000,000 per lease, in each case exclusive of taxes, insurance premiums and other operating expenses, excluding office leases: 
  

							
	 Borrower/Grantor
	 	 Address/City/State/Zip Code
	 	 County
	 	 Owned or

Leased

		 		 		 	
		 		 		 	

 2. “As Extracted” Collateral. Set forth below are all the
locations where the Borrower or any other Grantor owns, leases or has an interest in any wellhead or minehead: 
  

					
	 Borrower/Grantor
	 	 Address/City/State/Zip Code
	 	 County

		 		 	
		 		 	


  
 Exhibit B








 3. Timber to be Cut. Set forth below are all locations
where the Borrower or any other Grantor owns goods that are timber to be cut: 
  

					
	 Borrower/Grantor
	 	 Address/City/State/Zip Code
	 	 County

		 		 	
		 		 	


  
 Exhibit B









	III.	AUTHORITY TO FILE FINANCING STATEMENTS 

 The undersigned, on behalf of the Borrower and each other Grantor, hereby authorizes Credit Suisse AG, Cayman Islands Branch, as Administrative Agent and Collateral Trustee (in either capacity, the
“Agent”) to file financing or continuation statements, and amendments thereto, in all jurisdictions and with all filing offices as the Agent may determine, in its reasonable discretion, are necessary or advisable to perfect the security
interest granted or to be granted to the Collateral Trustee under the Guarantee and Collateral Agreement. Such financing statements may describe the collateral in the same manner as described in the Credit Agreement and/or Guarantee and Collateral
Agreement or may contain an indication or description of collateral that describes such property in any other manner as the Agent may determine, in its reasonable discretion, is necessary, advisable or prudent to ensure the perfection of the
security interest in the collateral granted to the Agent, including, without limitation, describing such property as “all assets” or “all personal property.” 

IN WITNESS WHEREOF, the undersigned hereto has caused this certificate to be executed as of this      day of
            , 20[    ] by its officer thereunto duly authorized. 
  

			
	 DYNEGY MIDWEST GENERATION, LLC,
 as Borrower

		
	By:	  	
		  	  

		  	
		  	Name:
		  	Title:
	
	 [INSERT NAME OF NEW SUBSIDIARY]7
 as
New Subsidiary

		
	By:	  	
		  	  

		  	
		  	Name:
		  	Title:


  
  

	7 	 Only include if this Perfection Certificate is being delivered pursuant to Section 7.16 of the Guarantee and Collateral Agreement




  
 Exhibit B








 ANNEX I 
 Corporate Ownership and Organizational Structure 
  

					
	 Entity Name
	  	 Entity Interest Held By
	  	 Percentage
Interest