EX-10.3



 Exhibit 10.3 

Execution Version 
  

 
  

COLLATERAL AGREEMENT 
 dated as of

 May 2, 2014, 
 among

 IGLOO INTERMEDIATE CORPORATION, 

INTERACTIVE DATA CORPORATION, 

THE OTHER GRANTORS PARTY HERETO 

and 
 BANK OF AMERICA, N.A., 

as Collateral Agent 
  

 
  







 TABLE OF CONTENTS 
  

							
	
	ARTICLE I	  
	
	Definitions	  
			
	 SECTION 1.01.
	  	 Defined Terms
	  	 	1	  
	 SECTION 1.02.
	  	 Other Defined Terms
	  	 	1	  
	
	ARTICLE II	  
	
	Pledge of Securities	  
			
	 SECTION 2.01.
	  	 Pledge
	  	 	4	  
	 SECTION 2.02.
	  	 Delivery of the Pledged Collateral
	  	 	4	  
	 SECTION 2.03.
	  	 Representations, Warranties and Covenants
	  	 	5	  
	 SECTION 2.04.
	  	 Registration in Nominee Name; Denominations
	  	 	6	  
	 SECTION 2.05.
	  	 Voting Rights; Dividends and Interest
	  	 	6	  
	
	ARTICLE III	  
	
	Security Interests in Personal Property	  
			
	 SECTION 3.01.
	  	 Security Interest
	  	 	8	  
	 SECTION 3.02.
	  	 Representations and Warranties
	  	 	9	  
	 SECTION 3.03.
	  	 Covenants
	  	 	11	  
	 SECTION 3.04.
	  	 Other Actions
	  	 	13	  
	 SECTION 3.05.
	  	 Covenants Regarding Patent, Trademark and Copyright Collateral
	  	 	14	  
	
	ARTICLE IV	  
	
	Remedies	  
			
	 SECTION 4.01.
	  	 Remedies upon Default
	  	 	15	  
	 SECTION 4.02.
	  	 Application of Proceeds
	  	 	16	  
	 SECTION 4.03.
	  	 Grant of License to Use Intellectual Property
	  	 	17	  
	 SECTION 4.04.
	  	 Securities Act
	  	 	17	  
	
	ARTICLE V	  
	
	Miscellaneous	  
			
	 SECTION 5.01.
	  	 Notices
	  	 	18	  
	 SECTION 5.02.
	  	 Waivers; Amendment
	  	 	18	  
	 SECTION 5.03.
	  	 Collateral Agent’s Fees and Expenses; Indemnification
	  	 	18	  
	 SECTION 5.04.
	  	 Successors and Assigns
	  	 	19	  
	 SECTION 5.05.
	  	 Survival of Agreement
	  	 	20	  
	 SECTION 5.06.
	  	 Counterparts; Effectiveness; Several Agreement
	  	 	20	  
	 SECTION 5.07.
	  	 Severability
	  	 	20	  
	 SECTION 5.08.
	  	 Right of Set-Off
	  	 	20	  









							
	 SECTION 5.09.
	  	 Governing Law; Jurisdiction; Consent to Service of Process; Appointment of Service of Process Agent
	  	 	21	  
	 SECTION 5.10.
	  	 WAIVER OF JURY TRIAL
	  	 	22	  
	 SECTION 5.11.
	  	 Headings
	  	 	22	  
	 SECTION 5.12.
	  	 Security Interest Absolute
	  	 	22	  
	 SECTION 5.13.
	  	 Termination or Release
	  	 	22	  
	 SECTION 5.14.
	  	 Additional Grantors
	  	 	23	  
	 SECTION 5.15.
	  	 Collateral Agent Appointed Attorney-in-Fact
	  	 	23	  
	 SECTION 5.16.
	  	 Intercreditor Agreements Govern
	  	 	23	  









			
	 Schedules
	  	
		
	 Schedule I
	  	 Grantors

	 Schedule II
	  	 Pledged Equity Interests; Pledged Debt Securities

	 Schedule III
	  	 Intellectual Property

	 Schedule IV
	  	 Commercial Tort Claims

		
	 Exhibits
	  	
		
	 Exhibit I
	  	 Form of Supplement

	 Exhibit II
	  	 Form of Copyright Security Agreement

	 Exhibit III
	  	 Form of Patent Security Agreement

	 Exhibit IV
	  	 Form of Trademark Security Agreement









 COLLATERAL AGREEMENT dated as of May 2, 2014 (this
“Agreement”), among IGLOO INTERMEDIATE CORPORATION, INTERACTIVE DATA CORPORATION, the other GRANTORS party hereto and BANK OF AMERICA, N.A., as Collateral Agent (in such capacity and together with successors in such capacity, the
“Collateral Agent”). 
 Reference is made to the Credit Agreement dated as of May 2, 2014 (as amended, supplemented or
otherwise modified from time to time, the “Credit Agreement”), among Igloo Intermediate Corporation, a Delaware corporation (“Holdings”), Interactive Data Corporation, a Delaware corporation (the
“Borrower”), the Lenders party thereto and Bank of America, N.A., as Administrative Agent and as Collateral Agent. The Lenders and the Issuing Banks have agreed to extend credit to the Borrower subject to the terms and conditions
set forth in the Credit Agreement. The obligations of the Lenders and Issuing Banks to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. The Grantors (other than the Borrower) are Affiliates
of the Borrower, will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in order to induce the Lenders and the Issuing Banks to extend such
credit. Accordingly, the parties hereto agree as follows: 
 ARTICLE I 

Definitions 
 SECTION
1.01. Defined Terms. 
 (a) Each capitalized term used but not defined herein shall have the meaning assigned thereto in the Credit
Agreement; provided that each term defined in the New York UCC (as defined herein) and not defined in this Agreement shall have the meaning specified in the New York UCC. 

(b) The rules of construction specified in Section 1.03 and 1.04 of the Credit Agreement also apply to this Agreement, mutatis
mutandis. 
 SECTION 1.02. Other Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

 “Account Debtor” means any Person that is or may become obligated to any Grantor under, with respect to or on account of
an Account. 
 “Agreement” has the meaning assigned to such term in the preamble to this Agreement. 

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

“Borrower” has the meaning assigned to such term in the introductory paragraph to this Agreement. 

“Collateral” means Article 9 Collateral and Pledged Collateral. 

“Copyright License” means any written agreement, now or hereafter in effect, granting to any Person any right under any
Copyright now or hereafter owned by any other Person or that such other Person otherwise has the right to license, and all rights of any such Person under any such agreement. 







 “Copyright Security Agreement” means the Copyright Security Agreement
substantially in the form of Exhibit II. 
 “Copyrights” means, with respect to any Person, all of the following now owned
or hereafter acquired by such Person: (a) all copyright rights in any work arising under the copyright laws of the United States or any other country, whether as author, assignee, transferee or otherwise, and (b) all registrations and
applications for registration of any such copyright in the United States or any other country, including registrations, supplemental registrations and pending applications for registration in the United States Copyright Office (or any similar office
in any other country), including, in the case of any Grantor, registrations, supplemental registrations and pending applications for registration in the United States Copyright Office set forth next to its name on Schedule III. 

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

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

“Federal Securities Laws” has the meaning assigned to such term in Section 4.04. 

“Grantors” means (a) Holdings, (b) the Borrower, (c) each Subsidiary identified on Schedule I and
(d) each Subsidiary or Intermediate Parent that becomes a party to this Agreement as a Grantor after the Effective Date. 

“Intellectual Property” means, with respect to any Person, all intellectual and similar property of every kind and nature now
owned or hereafter acquired by any such Person, including inventions, designs, Patents, Copyrights, Licenses, Trademarks, trade secrets, domain names, confidential or proprietary technical and business information, know-how, show-how or other data
or information, software and databases. 
 “IP Security Agreements” means the Trademark Security Agreement, the Patent
Security Agreement and the Copyright Security Agreement. 
 “License” means any Patent License, Trademark License,
Copyright License or other license or sublicense agreement to which any Person is a party, including those exclusive Copyright Licenses under which any Grantor is a licensee listed on Schedule III. 

“New York UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York; provided, however,
that, at any time, if by reason of mandatory provisions of law, any or all of the perfection or priority of the Administrative Agent’s and the Secured Parties’ security interest in any item or portion of the Article 9 Collateral is
governed by the Uniform Commercial Code or similar law as in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect, at such time, in such other jurisdiction for
purposes of the provisions hereof relating to such perfection or priority and for purposes of definitions relating to such provisions. 

“Patent License” means any written agreement, now or hereafter in effect, granting to any Person any right to make, use or
sell any invention on which a Patent, now or hereafter owned by any other Person or that any other Person now or hereafter otherwise has the right to license, is in existence, and all rights of any such Person under any such agreement. 

  
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 “Patent Security Agreement” means the Patent Security Agreement substantially in
the form of Exhibit III hereto. 
 “Patents” means, with respect to any Person, all of the following now owned or hereafter
acquired by such Person: (a) all letters patent of the United States or the equivalent thereof in any other country, all registrations thereof and all applications for letters patent of the United States or the equivalent thereof in any other
country, including registrations and pending applications in the United States Patent and Trademark Office or any similar offices in any other country, including, in the case of any Grantor, those filed in connection therewith in the United States
Patent and Trademark Office listed on Schedule III, and (b) all reissues, continuations, divisions, continuations-in-part, renewals or extensions thereof, and the inventions disclosed or claimed therein, including the right to make, use and/or
sell the inventions disclosed or claimed therein. 
 “Perfection Certificate” means the Perfection Certificate dated the
Effective Date delivered to the Administrative Agent pursuant to Section 4.01(f) of the Credit Agreement. 
 “Pledged
Collateral” has the meaning assigned to such term in Section 2.01. 
 “Pledged Debt Securities” has the
meaning assigned to such term in Section 2.01. 
 “Pledged Equity Interests” has the meaning assigned to such term in
Section 2.01. 
 “Pledged Securities” means any promissory notes, stock certificates, unit certificates, limited or
unlimited liability membership 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. 

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

“Supplement” means an instrument in the form of Exhibit I hereto, or any other form approved by the Collateral Agent, and in
each case reasonably satisfactory to the Collateral Agent. 
 “Trademark License” means any written agreement, now or
hereafter in effect, granting to any Person any right to use any Trademark now or hereafter owned by any other Person or that any other Person otherwise has the right to license, and all rights of any such Person under any such agreement. 

“Trademark Security Agreement” means the trademark security agreement in the form of Exhibit IV. 

“Trademarks” means, with respect to any Person, all of the following now owned or hereafter acquired by such Person:
(a) all trademarks, service marks, trade names, brand names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, domain names, logos, other source or business identifiers, designs and general
intangibles of like nature, now existing or hereafter adopted or acquired, all registrations thereof, and all registration and applications filed in connection therewith, including registrations and applications in the United States Patent and
Trademark Office or any similar offices in any State of the United States or any other country or any political subdivision thereof, and all extensions or renewals thereof, including, in the case of any Grantor, any registrations and applications
filed in connection therewith in the 

  
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United States Patent and Trademark Office set forth next to its name on Schedule III, (b) all goodwill associated therewith or symbolized thereby and (c) all other assets, rights and
interests that uniquely reflect or embody such goodwill. 
 ARTICLE II 

Pledge of Securities 
 SECTION
2.01. Pledge. As security for the payment or performance, as the case may be, in full of all Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured
Parties and hereby grants to the Collateral Agent, its successor and assigns, for the benefit of the Secured Parties a security interest in the Pledged Collateral. “Pledged Collateral” shall mean the collective reference to the
following: all of such Grantor’s right, title and interest in, to and under (a)(i) the shares of capital stock and other Equity Interests owned by such Grantor, including those listed opposite the name of such Grantor on Schedule II,
(ii) any other Equity Interests obtained in the future by such Grantor and (iii) the certificates (if any) representing all such Equity Interests (collectively, the “Pledged Equity Interests”); provided that the Pledged
Equity Interests shall not include any Excluded Assets (the Equity Interests excluded pursuant to this proviso being referred to as the “Excluded Equity Interests”); (b)(i) the debt securities owned by such Grantor, including those listed
opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to or otherwise acquired by such Grantor and (iii) the promissory notes and any other instruments evidencing all such debt securities
(collectively, the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 and Section 2.02; (d) subject to
Section 2.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other
Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (e) subject to Section 2.05, 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. 
 SECTION 2.02. Delivery of the
Pledged Collateral. 
 (a) Each Grantor agrees to deliver or cause to be delivered to the Collateral Agent any and all Pledged Securities
(i)(A) of the Borrower and Material Subsidiaries (other than Foreign Subsidiaries) on the date hereof and (B) all other Pledged Securities, as promptly as practicable, and in any event within 30 days after the Effective Date (or such later date
as the Collateral Agent may reasonably agree) in each case, in the case of any such Pledged Securities owned by such Grantor on the date hereof, and (ii) promptly (and in any event within 60 days or such later date as the Collateral Agent
reasonably agrees) after the acquisition thereof, in the case of any such Pledged Securities acquired by such Grantor after the date hereof. 

(b) As promptly as practicable, and in any event within 30 days after the Effective Date, each Grantor will cause any Indebtedness for
borrowed money (including in respect of cash management arrangements) owed to such Grantor by Holdings, the Borrower or any Subsidiary in a principal amount in excess of $15,000,000 to be evidenced by a duly executed promissory note (including, if
such security interest can be perfected therein, a grid note) that is pledged and delivered to the Collateral Agent pursuant to the terms hereof. 

(c) Upon delivery to the Collateral Agent, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by
undated stock or note powers, as applicable, duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral
Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral 

  
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shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such other instruments and documents as the Collateral Agent may reasonably
request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II and be made a part hereof; provided that failure
to provide any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. 
 SECTION 2.03.
Representations, Warranties and Covenants. The Grantors jointly and severally represent, warrant and covenant to and with the Collateral Agent, for the benefit of the Secured Parties, that: 

(a) as of the Effective Date, Schedule II sets forth a true and complete list, with respect to each Grantor, of (i) all
the Equity Interests owned by such Grantor or in any Subsidiary and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Grantor and
(ii) all the Pledged Debt Securities owned by such Grantor; 
 (b) the Pledged Equity Interests and the Pledged Debt
Securities have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and
binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the
foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than Holdings, any Intermediate Parent, the Borrower or any Subsidiary, are made to the knowledge of the Grantors; 

(c) except for the security interests granted hereunder and under any other Loan Documents, each of the Grantors (i) is
and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such Grantor, (ii) holds the same free
and clear of all Liens, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iii) will make no further 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 Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, and
(iv) will defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit Agreement), however
arising, of all Persons whomsoever; 
 (d) except for restrictions and limitations imposed by the Loan Documents or
securities laws generally, the Pledged Equity Interests and, to the extent issued by Holdings, any Intermediate Parent, the Borrower or any Subsidiary, the Pledged Debt Securities are and will continue to be freely transferable and assignable, and
none of the Pledged Equity Interests and, to the extent issued by Holdings, any Intermediate Parent, the Borrower or any Subsidiary, the Pledged Debt Securities are or will be subject to any option, right of first refusal, shareholders agreement,
charter, by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such
Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Collateral Agent of rights and remedies hereunder; 

(e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner
hereby done or contemplated; 

  
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 (f) by virtue of the execution and delivery by the Grantors of this Agreement,
when any Pledged Securities are delivered to the Collateral Agent in accordance with this Agreement, the Collateral Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse
claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, as security for the payment and performance of the Secured Obligations; and 

(g) subject to the terms of this Agreement and to the extent permitted by applicable law, each Grantor hereby agrees that upon
the occurrence and during the continuance of an Event of Default, it will comply with instructions of the Collateral Agent with respect to the Equity Interests in such Grantor that constitute Pledged Equity Interests hereunder that are not
certificated without further consent by the applicable owner or holder of such Equity Interests. 
 SECTION 2.04. Registration in Nominee
Name; Denominations. If an Event of Default shall have occurred and is continuing and the Collateral Agent shall have notified the Grantors of its intent to exercise such rights, the Collateral Agent, on behalf of the Secured Parties, shall have
the right (in its sole and absolute discretion) to hold the Pledged Securities in the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Collateral Agent or in its own name as pledgee or in the name of its nominee (as
pledgee or as sub-agent), and each Grantor will promptly give to the Collateral Agent copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Grantor. If an Event of Default
shall have occurred and is continuing and the Collateral Agent shall have notified the Grantors of its intent to exercise such rights, the Collateral Agent shall at all times have the right to exchange the certificates representing Pledged
Securities for certificates of smaller or larger denominations for any reasonable purpose consistent with this Agreement. 
 SECTION 2.05.
Voting Rights; Dividends and Interest. 
 (a) Unless and until an Event of Default shall have occurred and is continuing and the
Collateral Agent shall have notified the Grantors that their rights under this Section 2.05 are being suspended: 
 (i)
each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Credit Agreement
and the other Loan Documents; provided that such rights and powers shall not be exercised in any manner that 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 Agent or the other Secured Parties under this Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same; 

(ii) the Collateral Agent shall promptly execute and deliver to each Grantor, or cause to be promptly executed and delivered to
such 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 (a)(i) of this Section; 
 (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 are otherwise paid or
distributed in accordance with, the 

  
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terms and conditions of the Credit Agreement, the other Loan Documents and applicable laws; provided that any noncash dividends, interest, principal or other distributions that would
constitute Pledged Equity Interests or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in the issuer of any Pledged Securities or received in exchange for Pledged
Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral and,
if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Collateral Agent and the other Secured Parties
and shall be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Collateral Agent). 

(b) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified the Grantors of the
suspension of their rights under paragraph (a)(iii) of this Section 2.05, all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this
Section 2.05 shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions.
All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.05 shall be held in trust for the benefit of the Collateral Agent and the other Secured Parties, shall be segregated
from other property or funds of such Grantor and shall be forthwith delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably
requested by the Collateral Agent). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established
by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived and the Borrower has delivered to the Collateral
Agent a certificate of a Responsible Officer of the Borrower to that effect, the Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be
permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.05 and that remain in such account. 
 (c) Upon the
occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified the Grantors of the suspension of their rights under paragraph (a)(i) of this Section 2.05, all rights of any Grantor to exercise the
voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 2.05, shall cease, and all such
rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by the Required
Lenders, the Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower
has delivered to the Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, all rights vested in the Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors shall have the exclusive right
to exercise the voting and consensual rights and powers they would otherwise be entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05. 

(d) Any notice given by the Collateral Agent to the Grantors suspending their rights under paragraph (a) of this Section 2.05
(i) may be given by telephone if promptly 

  
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confirmed in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph
(a)(i) or paragraph (a)(iii) in part without suspending all such rights (as specified by the Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Collateral Agent rights to give additional notices from
time to time suspending other rights so long as an Event of Default has occurred and is continuing. 
 ARTICLE III 

Security Interests in Personal Property 

SECTION 3.01. Security Interest. 

(a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby grants to the
Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title and interest in, to and under any and all of the
following assets 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, including all Intellectual Property; 

(VII) all Instruments; 

(VIII) all Inventory; 

(IX) all other Goods and Fixtures; 

(X) all Investment Property; 

(XI) all Letter-of-Credit Rights; 

(XII) all Commercial Tort Claims specifically described on Schedule IV hereto, as such schedule may be supplemented from time
to time pursuant to Section 3.04(d); 
 (XIII) all books and records pertaining to the Article 9 Collateral; and 

(XIV) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting
Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; 
 provided that in no event shall the
Security Interest attach to (A) any Excluded Assets and (B) the Excluded Equity Interests (it being understood that, to the extent the Security Interest shall not have attached to any such asset as a result of clauses (A) and
(B) above, the term “Article 9 Collateral” shall not include any such asset). 

  
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 (b) Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to
time to file in any relevant jurisdiction any initial financing statements (including fixture filings but excluding Intellectual Property filings, which are addressed below) with respect to the Article 9 Collateral or any part thereof and amendments
thereto that (i) describe the collateral covered thereby in any manner that the Collateral Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this
Agreement, including indicating the Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each
applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor and (B) in
the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request.

 Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing
statements or amendments thereto with respect to the Article 9 Collateral or any part thereof naming any Grantor as debtor or the Grantors as debtors and the Collateral Agent as secured party, if filed prior to the date hereof. 

The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or
any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered or applied for
Patents, Trademarks or Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party. Notwithstanding the foregoing, no Grantor shall be required to complete any filings or other
action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting or issued or registered by or filed in any jurisdiction outside of the United States. 

(c) The Security Interest and the security interest granted pursuant to Article II are granted as security only and shall not subject the
Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral. 

SECTION 3.02. Representations and Warranties. The Grantors jointly and severally represent and warrant to the Collateral Agent, 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, except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or as proposed to be conducted or to utilize such properties for
their intended purposes, in each case except where the failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and has full power and authority to grant to the Collateral Agent, for the
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 and except to the extent that failure to obtain or make such consent or approval, as the case may be, individually or in aggregate, could not reasonably be expected to have a Material
Adverse Effect. 

  
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 (b) The Perfection Certificate has been duly prepared, completed and executed and the information
set forth therein, including the exact legal name and jurisdiction of organization of each Grantor, is correct and complete in all material respects as of the Effective Date (except that the information therein with respect to the exact legal name
of each Grantor shall be true and correct in all respects). The Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations prepared by the Collateral Agent based
upon the information provided to the Collateral Agent in the Perfection Certificate for filing in each governmental, municipal or other office specified in Schedule 2 to the Perfection Certificate (or specified by notice from the Borrower to the
Collateral Agent after the Effective Date in the case of filings, recordings or registrations required by Section 5.03 or 5.12 of the Credit Agreement), 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 Article 9 Collateral consisting of United States Patents, Trademarks and Copyrights) that are necessary to establish
a legal, valid and perfected security interest in favor of the Collateral Agent, for the benefit of the Secured Parties, in respect of all Article 9 Collateral in which the Security Interest may be perfected by filing, recording or registration in
the United States (or any political subdivision thereof) and its territories and possessions, 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 (other than such actions as are necessary to perfect the Security Interest with respect to any Article 9 Collateral consisting of registered or applied for Patents,
Trademarks and Copyrights acquired or developed by a Grantor after the date hereof). The Grantors represent and warrant that a fully executed Patent Security Agreement, Trademark Security Agreement and Copyright Security Agreement, in each case
containing a description of the Article 9 Collateral consisting of United States registered Patents, United States registered Trademarks and United States registered Copyrights (and applications for any of the foregoing), as applicable, and executed
by each Grantor owning any such Article 9 Collateral, have been delivered to the Collateral Agent for recording with the United States Patent and Trademark Office or 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, to protect the validity of and to establish a legal, valid and perfected security interest in favor of the Collateral Agent, for the benefit of the Secured Parties,
in respect of all Article 9 Collateral consisting of United States registered or applied for 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 taking into account filing of the Uniform Commercial Code financing statements described above, 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 registered or applied for Patents, Trademarks and Copyrights acquired or developed by a
Grantor after the date hereof). 
 (c) The Security Interest constitutes (i) a legal and valid security interest in all the Article 9
Collateral securing the payment and performance of the Secured Obligations, (ii) subject to the filings described in paragraph (b) of this Section 3.02, 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) subject to the filings described in paragraph (b) of this Section 3.02, 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 a Patent Security Agreement, a Trademark Security Agreement and a Copyright Security Agreement with the United States Patent and Trademark Office and the United States Copyright Office, as applicable,
within the three-month period after the date hereof pursuant to 35 U.S.C. § 261 or 15 U.S.C. § 1060 or the one-month period after the date hereof pursuant to 17 U.S.C. § 205. 

  
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 (d) The Security Interest is and shall be prior to any other Lien on any of the Article 9
Collateral, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement. The Article 9 Collateral is owned by the Grantors free and clear of any Lien, except for Liens expressly permitted pursuant to Section 6.02 of the
Credit Agreement. None of the Grantors has filed or consented to the filing of (i) any financing statement or analogous document under the Uniform Commercial Code or any other applicable laws covering any Article 9 Collateral, (ii) any
assignment in which any Grantor assigns any Article 9 Collateral or any security agreement or similar instrument covering any Article 9 Collateral with the United States Patent and Trademark Office or the United States Copyright Office or
(iii) any assignment in which any Grantor assigns any Article 9 Collateral or any security agreement or similar instrument covering any Article 9 Collateral with any foreign governmental, municipal or other office, which financing statement or
analogous document, assignment, security agreement or similar instrument is still in effect, except, in each case, for Liens expressly permitted pursuant to Section 6.02 of the Credit Agreement. 

SECTION 3.03. Covenants. 

(a) Each Grantor shall, at its own expense, take any and all commercially reasonable actions necessary to defend title to the Article 9
Collateral against all Persons, except with respect to Article 9 Collateral that such Grantor determines in its reasonable business judgment is no longer necessary or beneficial to the conduct of such Grantor’s business, and to defend the
Security Interest of the Collateral Agent in the Article 9 Collateral and the priority thereof against any Lien not permitted pursuant to Section 6.02 of the Credit Agreement, subject to the rights of such Grantor under Section 9.15 of the
Credit Agreement and corresponding provisions of the Security Documents to obtain a release of the Liens created under the Security Documents. 

(b) Each Grantor agrees, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and
documents and take all such actions as the Collateral Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest and the rights and remedies created hereby, including the payment of any fees
and Taxes required in connection with the execution and delivery of this Agreement, the granting of the Security Interest and the filing of any financing statements (including fixture filings) or other documents in connection herewith or therewith.
If any amount payable under or in connection with any of the Article 9 Collateral shall be or become evidenced by any promissory note (which may be a global note) or other instrument (other than any promissory note or other instrument in an
aggregate principal amount of less than $15,000,000 owed to the applicable Grantor by any Person), such note or instrument shall be promptly (but in any event within 60 days of receipt by such Grantor or such longer period as the Administrative
Agent may agree in its reasonable discretion) pledged and delivered to the Collateral Agent, for the benefit of the Secured Parties, together with an undated instrument of transfer duly executed in blank and in a manner reasonably satisfactory to
the Collateral Agent. 
 Without limiting the generality of the foregoing, each Grantor hereby authorizes the Collateral Agent, with prompt
written notice thereof to the Grantors, to supplement this Agreement by supplementing Schedule III or adding additional schedules hereto to identify specifically any asset or item that may constitute an application or registration for any United
States Copyright, Patent or Trademark owned by a Grantor and that has not been previously reported to the Collateral Agent; provided that any Grantor shall have the right, exercisable within 30 days (or such longer period as shall be agreed by the


  
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 Borrower and the Collateral Agent) after it has been notified in writing by the Collateral Agent of the specific
identification of such Collateral, to advise the Collateral Agent in writing of any inaccuracy (i) with respect to such supplement or additional schedule or (ii) of the representations, warranties and covenants made by such Grantor
hereunder with respect to such Collateral. Except as otherwise permitted in the Credit Agreement, each Grantor agrees that, at the reasonable request of the Collateral Agent, it will use commercially reasonable efforts to take such action as shall
be reasonably necessary in order that all representations and warranties hereunder shall be true and correct with respect to such Collateral within 30 days (or such longer period as shall be agreed by the Borrower and the Collateral Agent) after the
date it has been notified in writing by the Collateral Agent of the specific identification of such Collateral. 
 In the event that any
such Grantor, whether by acquisition, assignment, filing or otherwise, acquires any right in Intellectual Property (including, without limitation, continuation-in-part patent applications) after the date hereof (collectively, the
“After-Acquired Intellectual Property”), such After-Acquired Intellectual Property shall automatically be included as part of the Collateral and shall be subject to the terms and conditions of this Agreement. Promptly upon the end
of each fiscal quarter, but no later than the date that financial statements are required to be delivered pursuant to Section 5.01(a) or (b) of the Credit Agreement, such Grantor shall (i) provide the Collateral Agent an updated
Schedule III identifying the After-Acquired Intellectual Property issued by, registered with or filed in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, acquired during such fiscal quarter; and
(ii) promptly thereafter execute and file with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, supplements to Exhibits II, II or IV, as applicable, to record the grant of the security interest
hereunder in such After-Acquired Intellectual Property. As soon as practicable upon each such filing and recording, such Grantor shall deliver to the Collateral Agent true and correct copies of the relevant documents, instruments and receipts
evidencing such filing and recording. 
 (c) If an Event of Default shall have occurred and is continuing and the Collateral Agent shall
have notified the Grantors of its intent to exercise such rights, at its option, the Collateral Agent may discharge past due taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the
Article 9 Collateral and not permitted pursuant to Section 6.02 of the Credit Agreement, and may pay for the maintenance and preservation of the Article 9 Collateral to the extent any Grantor fails to do so as required by the Credit Agreement,
this Agreement or any other Loan Document and within a reasonable period of time after the Collateral Agent has requested that it do so, and each Grantor jointly and severally agrees to reimburse the Collateral Agent, within 10 days after demand,
for any reasonable payment made or any reasonable expense incurred by the Collateral Agent pursuant to the foregoing authorization; provided that nothing in this paragraph shall be interpreted as excusing any Grantor from the performance of,
or imposing any obligation on the Collateral Agent or any Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and
maintenance as set forth herein or in the other Loan Documents. 
 (d) Each Grantor shall remain liable, as between such Grantor and the
relevant counterparty under each contract, agreement or instrument relating to the Article 9 Collateral, to observe and perform all the conditions and obligations to be observed and performed by it under such contract, agreement or instrument, all
in accordance with the terms and conditions thereof, and each Grantor jointly and severally agrees to indemnify and hold harmless the Collateral Agent and the other Secured Parties from and against any and all liability for such performance. 

(e) It is understood that no Grantor shall be required by this Agreement to perfect the security interests created hereunder by any means
other than (i) filings pursuant to the Uniform 

  
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Commercial Code, (ii) filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) in respect of registered or applied for
Intellectual Property (provided that, with respect to Licenses, such filings shall be limited to exclusive Copyright Licenses under which such Grantor is a licensee of a registered Copyright) and (iii) in the case of Collateral that
constitutes Tangible Chattel Paper, Pledged Securities, Instruments, Certificated Securities or Negotiable Documents, delivery thereof to the Collateral Agent in accordance with the terms hereof (together with, where applicable, undated stock or
note powers or other undated proper instruments of assignment). No Grantor shall be required to deliver control agreements with respect to Deposit Accounts and other bank or securities accounts. 

(f) Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the
Collateral Agent) as such Grantor’s true and lawful agent (and attorney-in-fact) for the purpose, upon the occurrence and during the continuance of an Event of Default and after notice to the Borrower of its intent to exercise such rights, 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 to pay any premium in whole or part relating
thereto, the Collateral Agent may, without waiving or releasing any obligation or liability of the Grantors 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 Agent reasonably deems advisable. All sums disbursed by the Collateral Agent in connection with this paragraph, including reasonable out-of-pocket attorneys’ fees, court costs,
expenses and other charges relating thereto, shall be payable, within 10 days of demand, by the Grantors to the Collateral Agent and shall be additional Secured Obligations secured hereby. 

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

(a) Instruments. If any Grantor shall at any time hold or acquire any Instruments constituting Collateral (other
than Instruments with a face amount of less than $15,000,000 and other than checks to be deposited in the ordinary course of business), such Grantor shall promptly (but in any event within 60 days of receipt by such Grantor or such longer period as
the Administrative Agent may agree in its reasonable discretion) endorse, assign and deliver the same to the Collateral Agent, accompanied by such undated instruments of transfer or assignment duly executed in blank as the Collateral Agent may from
time to time reasonably request. 
 (b) Investment Property. Except to the extent otherwise provided in Article
II, if any Grantor shall at any time hold or acquire any certificated securities, such Grantor shall forthwith endorse, assign and deliver the same to the Collateral Agent, accompanied by such undated instruments of transfer or assignment duly
executed in blank as the Collateral Agent may from time to time reasonably request. 
 (c) Letter-of-Credit
Rights. If any Grantor is at any time a beneficiary under a letter of credit with an aggregate face amount in excess of $15,000,000 now or hereafter issued in favor of such Grantor that is not a Supporting Obligation with respect to any of the
Collateral, such Grantor shall promptly notify the Collateral Agent thereof and, at the request and option of the Collateral Agent, such Grantor shall, pursuant to an agreement in form and substance reasonably 

  
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 satisfactory to the Collateral Agent, either (i) use commercially reasonable efforts to
arrange for the issuer and any confirmer of such letter of credit to consent to an assignment to the Collateral Agent of the proceeds of any drawing under such letter of credit or (ii) use commercially reasonable efforts to arrange for the
Collateral Agent to become the transferee beneficiary of such letter of credit, with the Collateral Agent agreeing, in each case, that the proceeds of any drawing under such letter of credit are to be paid to the applicable Grantor unless an Event
of Default has occurred and is continuing. 
 (d) Commercial Tort Claims. If any Grantor shall at any time hold or
acquire a Commercial Tort Claim in an amount reasonably estimated to exceed $15,000,000, such Grantor shall promptly notify the Collateral Agent thereof in a writing signed by such Grantor, including a summary description of such claim, and Schedule
IV shall be deemed to be supplemented to include such description of such commercial tort claim as set forth in such writing. 
 SECTION
3.05. Covenants Regarding Patent, Trademark and Copyright Collateral. 
 (a) Except to the extent failure so to act could not
reasonably be expected to have a Material Adverse Effect of the type referred to in clause (a) or (b) of the definition of such term in the Credit Agreement, with respect to registration or pending application of each item of its
Intellectual Property for which such Grantor has standing to do so, each Grantor agrees (i) to maintain the validity and enforceability of any such registered Intellectual Property (or applications therefor) and to maintain such registrations
and applications of Intellectual Property in full force and effect and (ii) to pursue the registration and maintenance of each Patent, Trademark or Copyright registration or application, now or hereafter included in the Intellectual Property of
such Grantor, including the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for
renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the
participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings. 
 (b) Except as
could not reasonably be expected to have a Material Adverse Effect of the type referred to in clause (a) or (b) of the definition of such term in the Credit Agreement, no Grantor shall do or permit any act or knowingly omit to do any act
whereby any of its Intellectual Property may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in case of a trade secret, lose its competitive value). 

(c) Except where failure to do so could not reasonably be expected to have a Material Adverse Effect of the type referred to in clause
(a) or (b) of the definition of such term in the Credit Agreement, each Grantor shall take all steps to preserve and protect each item of its Intellectual Property, including maintaining the quality of any and all products or services used
or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable
license’s terms with respect to the standards of quality. 
 (d) Each Grantor agrees that, should it obtain an ownership or other
interest in any Intellectual Property after the Effective Date, (i) the provisions of this Agreement shall automatically apply thereto and (ii) any such Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby,
shall automatically become Intellectual Property subject to the terms and conditions of this Agreement. 

  
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 (e) Nothing in this Agreement shall prevent any Grantor from disposing of, discontinuing the use
or maintenance of, failing to pursue or otherwise allowing to lapse, terminate or put into the public domain any of its Intellectual Property to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business
judgment that such discontinuance is desirable in the conduct of its business. 
 ARTICLE IV 

Remedies 
 SECTION 4.01.
Remedies upon Default. If an Event of Default shall have occurred and is continuing and the Collateral Agent shall have notified the Grantors of its intent to exercise such rights, each Grantor agrees to deliver, on demand, each item of
Collateral to the Collateral Agent or any Person designated by the Collateral Agent, and it is agreed that the Collateral Agent 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, to cause the Security Interest to become an assignment, transfer and conveyance of any of or all such Article 9 Collateral by the applicable Grantors to the Collateral Agent,
for the benefit of the Secured Parties, or to license or sublicense, 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 Agent shall
determine (other than in violation of any then-existing licensing arrangements to the extent that waivers cannot be obtained), and (b) with or without legal process and with or without demand for performance but with notice (which need not be
prior notice), to take possession of the Article 9 Collateral and the Pledged Collateral and without liability for trespass to enter any premises where the Article 9 Collateral or the Pledged Collateral may be located for the purpose of taking
possession of or removing the Article 9 Collateral and the Pledged 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 Agent shall have the right, subject to the mandatory requirements of applicable law and the notice requirements described below, 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 Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of
securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the
distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any sale of
Collateral shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal that 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 Agent shall give the
applicable Grantors no less than 10 days’ written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the Collateral Agent’s
intention to make any sale of Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at
which such sale is to be made and the day on which the Collateral or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place
or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in
its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of 

  
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any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication,
adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned.
In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral
Agent and the other Secured Parties shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice.
At any public (or, to the extent permitted by law, private) sale made pursuant to this Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part
of any Grantor (all said rights being also hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to such
Secured Party from any Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. For purposes
hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of
the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations paid in full. As an
alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or
decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.01 shall be deemed to conform to the commercially reasonable standards as
provided in Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions. 
 SECTION 4.02. Application of
Proceeds. Subject to any applicable Intercreditor Agreement, the Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as follows: 

FIRST, to the payment of all costs and expenses incurred by the Collateral Agent in connection with such collection or sale or
otherwise in connection with this Agreement, any other Loan Document or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent
hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; 

SECOND, to the payment in full of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties
pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); and 

THIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. 

The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement.
Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to
the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be 

  
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obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof. The Collateral
Agent shall have no liability to any of the Secured Parties for actions taken in reliance on information supplied to it as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Secured Obligations. 

SECTION 4.03. Grant of License to Use Intellectual Property. For the purpose of enabling the Collateral Agent to exercise rights and
remedies under this Agreement, each Grantor, solely during the continuance of an Event of Default, grants to the Collateral Agent an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to
use, license or sublicense any of the 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 reasonable access to all media in which any of
the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof to the extent that such non-exclusive license (a) does not violate the express terms of any agreement between a
Grantor and a third party governing the applicable Grantor’s use of such Collateral consisting of Intellectual Property, or gives such third party any right of acceleration, modification or cancellation therein and (b) is not prohibited by
any Requirements of Law; provided that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used
sufficient to preserve the validity of such Trademarks. The use of such license by the Collateral Agent may only be exercised, at the option of the Collateral Agent, during the continuation of an Event of Default; provided further that any
license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default. 

SECTION 4.04. Securities Act. 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 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 Agent if the Collateral Agent 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 Agent 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 Agent 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 Agent, in its sole and absolute discretion, (a) may proceed to make such a sale whether or not a registration statement for the purpose of registering such Pledged Collateral or part thereof shall have been filed
under the Federal Securities Laws to the extent the Collateral Agent has determined that such a registration is not required by any Requirement of Law and (b) may approach and negotiate with a limited 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 Agent and the other Secured Parties shall incur no responsibility or liability for selling all or any part of the Pledged Collateral at a price that the Collateral Agent, in its sole and absolute discretion, may in
good faith deem reasonable under the 

  
 17 








 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 4.04 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 Agent sells. 
 ARTICLE V 

Miscellaneous 
 SECTION
5.01 Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 9.01 of the Credit Agreement. All communications and notices hereunder to any
Grantor shall be given to it in care of Holdings as provided in Section 9.01 of the Credit Agreement. 
 SECTION 5.02 Waivers;
Amendment. 
 (a) No failure or delay by the Collateral Agent, any Issuing Bank or any Lender in exercising any right or power hereunder
or under any other Loan Document shall operate as a waiver 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 Agent, the Issuing Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or
remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this
Section 5.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall
not be construed as a waiver of any Default, regardless of whether the Collateral Agent, any Issuing Bank or any Lender may have had notice or knowledge of such Default at the time. No notice or demand on any Loan Party in any case shall entitle any
Loan Party 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 Agent and the Grantor or Grantors with respect to which such waiver, amendment or modification is to apply, subject to
any consent required in accordance with Section 9.02 of the Credit Agreement; provided that the Collateral Agent may, without the consent of any Secured Party, consent to a departure by any Grantor from any covenant of such Grantor set
forth herein to the extent such departure is consistent with the authority of the Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the Credit Agreement. 

SECTION 5.03 Collateral Agent’s Fees and Expenses; Indemnification. 

(a) Each Grantor, jointly with the other Grantors and severally, agrees to reimburse the Collateral Agent for its fees and expenses incurred
hereunder as provided in Section 9.03(a) of the Credit Agreement; provided that each reference therein to the “Borrower” shall be deemed to be a reference to “each Grantor” and each reference therein to the
“Administrative Agent” shall be deemed to be a reference to the “Collateral Agent”. 

  
 18 








 (b) Without limitation of its indemnification obligations under the other Loan Documents, each
Grantor, jointly with the other Grantors and severally, agrees to indemnify the Collateral Agent and the other Indemnitees against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and reasonable and
documented or invoiced out-of-pocket fees and expenses of one counsel and one local counsel in each applicable jurisdiction (and, in the case of a conflict of interest, where the Indemnitee affected by such conflict notifies Holdings of the
existence of such conflict and thereafter retains its own counsel, one additional counsel) for all Indemnitees (which may include a single special counsel acting in multiple jurisdictions), for any Indemnitee, incurred by or asserted against any
Indemnitee by any third party or by the Borrower, Holdings or any Subsidiary arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or 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 the Borrower, Holdings or any Subsidiary 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, costs or related expenses (x) resulted from the gross negligence, bad faith or willful
misconduct of such Indemnitee or its Related Parties (as determined by a court of competent jurisdiction in a final and non-appealable judgment), (y) resulted from a material breach of the Loan Documents by such Indemnitee or its Related
Parties (as determined by a court of competent jurisdiction in a final and non-appealable judgment) or (z) arise from disputes between or among Indemnitees that do not involve an act or omission by Holdings, the Borrower or any Restricted
Subsidiary. 
 (c) To the extent permitted by applicable law, no Grantor shall assert, and each Grantor hereby waives, any claim against any
Indemnitee (i) for any direct or actual damages arising from the use by unintended recipients of information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other
information transmission systems (including the Internet) in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby; provided that such indemnity shall not, as to any Indemnitee, be
available to the extent that such direct or actual damages are determined by a court of competent jurisdiction in a final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of, or a material breach of the
Loan Documents by, such Indemnitee or its Related Parties (as determined by a court of competent jurisdiction in a final and non-appealable judgment), or (ii) 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, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or
the use of the proceeds thereof. 
 (d) The provisions of this Section 5.03 shall remain operative and in full force and effect
regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby or thereby, the repayment of any of the Secured Obligations, the invalidity or unenforceability of any term or
provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of any Secured Party. All amounts due under this Section shall be payable not later than 10 Business Days after written demand therefor;
provided, however, any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to
such payment pursuant to this Section 5.03. Any such amounts payable as provided hereunder shall be additional Secured Obligations. 

SECTION 5.04 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 Agent that are contained in this Agreement shall bind and inure to the benefit of their
respective successors and assigns. 

  
 19 








 SECTION 5.05 Survival of Agreement. All covenants, agreements, representations and
warranties made by the Loan Parties in this Agreement or any other Loan Document and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been
relied upon by the Secured Parties and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by or on behalf of any Secured Party and
notwithstanding that the Collateral Agent, any Issuing Bank, any Lender or any other Secured Party may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreement
or any other Loan Document, and shall continue in full force and effect until such time as (a) all the Loan Document Obligations (including LC Disbursements, if any, but excluding contingent obligations as to which no claim has been made) have
been paid in full in cash, (b) all Commitments have terminated or expired and (c) the LC Exposure has been reduced to zero (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05 of
the Credit Agreement) and the Issuing Banks have no further obligation to issue or amend Letters of Credit under the Credit Agreement. 

SECTION 5.06 Counterparts; Effectiveness; Several Agreement. This Agreement may be executed in counterparts (and by different parties
hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile or other electronic
transmission shall be effective as delivery of a manually signed counterpart of this Agreement. This Agreement shall become effective as to any Grantor when a counterpart hereof executed on behalf of such Grantor shall have been delivered to the
Collateral Agent and a counterpart hereof shall have been executed on behalf of the Collateral Agent, and thereafter shall be binding upon such Grantor and the Collateral Agent and their respective permitted successors and assigns, and shall inure
to the benefit of such Grantor, the Collateral Agent and the other Secured Parties and their respective successors and assigns, except that no Grantor shall have the right to assign or transfer its rights or obligations hereunder or any interest
herein (and any such assignment or transfer shall be void) except as expressly provided in this Agreement and the Credit Agreement. This Agreement shall be construed as a separate agreement with respect to each Grantor and may be amended, modified,
supplemented, waived or released with respect to any Grantor without the approval of any other Grantor and without affecting the obligations of any other Grantor hereunder. 

SECTION 5.07 Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as
to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a
particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of
which comes as close as possible to that of such invalid, illegal or unenforceable provisions. 
 SECTION 5.08 Right of Set-Off. If
an Event of Default under Sections 7.01(a), (b), (h) or (i) of the Credit Agreement shall have occurred and be continuing, each Lender and each Issuing Bank is hereby authorized at any time and from time to time, to the fullest extent
permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or such
Issuing Bank to or for the credit or the account of any Grantor against any of and all the obligations of such Grantor then due and owing under this Agreement held by such Lender or such Issuing Bank, irrespective of whether or not such Lender or
such Issuing Bank shall 

  
 20 








 
have made any demand under this Agreement and although such obligations are owed to a branch or office of such Lender or such Issuing Bank different from the branch or office holding such deposit
or obligated on such Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in
accordance with the provisions of Section 2.22 of the Credit Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the
Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The
applicable Lender or Issuing Bank shall notify the applicable Grantor and the Collateral Agent of such setoff and application; provided that any failure to give or any delay in giving such notice shall not affect the validity of any such
setoff and application under this Section 5.08. The rights of each Lender and each Issuing Bank under this Section 5.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender or such Issuing Bank
may have. Notwithstanding the foregoing, no amount received or set off from any Grantor shall be applied to any Excluded Swap Obligation of such Grantor. 

SECTION 5.09 Governing Law; Jurisdiction; Consent to Service of Process; Appointment of Service of Process Agent. 

(a) This Agreement shall be construed in accordance with and governed by the law of the State of New York. 

(b) Each party to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of
the Supreme Court 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, in any action or proceeding arising out of or relating to
this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York
State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action 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 shall affect any right that the Collateral Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against any Grantor or its respective
properties in the courts of any jurisdiction. 
 (c) Each party to this Agreement hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph
(b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. 

(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 5.01. Nothing
in any Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law. 
 (e) Each
Grantor hereby irrevocably designates, appoints and empowers the Borrower as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons,
notices and documents that may be served in any such action or proceeding. 

  
 21 








 SECTION 5.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY 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, ANY OTHER LOAN 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 PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY 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 LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION 5.10. 
 SECTION 5.11 Headings. Article and Section headings and the Table of Contents used herein are for convenience of
reference only, are not part of this Agreement and shall not affect the construction of, or to be taken into consideration in interpreting, this Agreement. 

SECTION 5.12 Security Interest Absolute. All rights of the Collateral Agent hereunder, the Security Interest, the grant of a security
interest in the Pledged Collateral and all obligations of each Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with
respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any
other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or
amendment or waiver of or consent under or departure from any guarantee securing or guaranteeing all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any
Grantor in respect of the Secured Obligations or this Agreement. 
 SECTION 5.13 Termination or Release. 

(a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate when (i) all the Loan Document
Obligations (including all LC Disbursements, if any, but excluding contingent obligations as to which no claim has been made) have been paid in full in cash, (ii) all Commitments have terminated or expired and (iii) the LC Exposure has
been reduced to zero (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05 of the Credit Agreement) and the Issuing Banks have no further obligation to issue or amend Letters of Credit under
the Credit Agreement. 
 (b) The Security Interest and all other security interests granted hereby shall also terminate and be released at
the time or times and in the manner set forth in Section 9.15 of the Credit Agreement. A Subsidiary Loan Party shall also be released from its obligations under this Agreement at the time or times and in the manner set forth in
Section 9.15 of the Credit Agreement. 
 (c) In connection with any termination or release pursuant to paragraph (a) or
(b) of this Section, the Collateral Agent shall execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and
delivery of documents by the Collateral Agent pursuant to this Section shall be without recourse to or warranty by the Collateral Agent. 

  
 22 








 SECTION 5.14 Additional Grantors. Pursuant to the Credit Agreement, additional
Subsidiaries or any Intermediate Parent may or may be required to become Grantors after the date hereof. Upon execution and delivery by the Collateral Agent and a Subsidiary or Intermediate Parent of a Supplement, any such Subsidiary or Intermediate
Parent shall become a Grantor hereunder with the same force and effect as if originally named as such herein. The execution and delivery of any such instrument shall not require the consent of any other Grantor hereunder. The rights and obligations
of each Grantor hereunder shall remain in full force and effect notwithstanding the addition of any Subsidiary or Intermediate Parent as a party to this Agreement. 

SECTION 5.15 Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby appoints the Collateral Agent the attorney-in-fact of
such Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof at any time after and during
the continuance of an Event of Default, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, but only upon the occurrence and during the
continuance of an Event of Default and notice by the Collateral Agent to the Borrower of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of such Grantor (a) to
receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and
give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or bill of lading relating to any of the Collateral; (d) to send verifications of Accounts 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 Agent; 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, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any
commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due
or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and
neither they nor their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct or that of any of their Affiliates, directors,
officers, employees, counsel, agents or attorneys-in-fact. 
 SECTION 5.16 Intercreditor Agreements Govern. Notwithstanding anything
herein to the contrary, the lien and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the Intercreditor
Agreements, if any. In the event of any conflict between the terms of any Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreements, if any, shall govern. 

[Signature Pages Follow] 

  
 23 








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

			
	IGLOO INTERMEDIATE CORPORATION,
		
	By:	 	 /s/ VINCENT A. CHIPPARI

	Name:	 	Vincent A. Chippari
	Title:	 	Treasurer
	
	INTERACTIVE DATA CORPORATION,
		
	By:	 	 /s/ VINCENT A. CHIPPARI

	Name:	 	Vincent A. Chippari
	Title:	 	Senior Vice President and Chief Financial Officer


  

			
	 BONDEDGE SOLUTIONS LLC

  INTERACTIVE DATA ONLINE PROPERTIES, INC.

	 INTERACTIVE DATA PRICING AND REFERENCE DATA LLC

	 INTERACTIVE DATA REAL-TIME GROUP, INC.

	 INTERACTIVE DATA REAL-TIME SERVICES, INC.




 

			
	By:	 	 /s/ VINCENT A. CHIPPARI

	Name:	 	Vincent A. Chippari
	Title:	 	Treasurer


 [Signature Page to IDC Collateral Agreement] 








			
	BANK OF AMERICA, N.A., as Collateral Agent
		
	By:	 	 /s/ ALYSA TRAKAS

	Name:	 	Alysa Trakas
	Title:	 	Director



  
 [Signature Page to IDC
Collateral Agreement] 








 Schedule I 

to the 
 Collateral Agreement 

 

			
	 Name
	  	Jurisdiction of Formation
	 BondEdge Solutions LLC
	  	Delaware
		
	 Interactive Data Online Properties, Inc.
	  	Delaware
		
	 Interactive Data Pricing and Reference Data LLC
	  	Delaware
		
	 Interactive Data Real-Time Group, Inc.
	  	Delaware
		
	 Interactive Data Real-Time Services, Inc.
	  	New York








 Schedule II 

to the 
 Collateral Agreement 

PLEDGED EQUITY INTERESTS 
  

											
	 Grantor
	  	 Issuer
	  	Number of
Certificate	  	 Number and

Class of
 Equity

Interests
	  	Percentage of
Equity Interests
Pledged	 
	 Interactive Data Corporation
	  	Interactive Data Luxembourg Holding S.A.R.L.	  	N/A	  	14,278 shares	  	 	65	% 
		  	Interactive Data Online Properties, Inc. (f/k/a eSignal, Inc.)	  	1	  	100 shares Common stock	  	 	100	% 
		  	Interactive Data Pricing and Reference Data	  	1	  	100% of interests	  	 	100	% 
		  	Interactive Data Real-Time Group, Inc.1	  		  	100 shares Common stock	  	 	100	% 
		  	Interactive Data Real-Time Services, Inc.	  	12	  	219,780 shares Common stock	  	 	100	% 
		  	IDCO Canada Holdings Inc.	  	C-001	  	 35 shares
 Common stock
	  	 	0	% 
		  	IDCO Canada Holdings Inc.	  	C-002	  	 65 shares
 Common stock
	  	 	100	% 
		  	BondEdge Solutions LLC	  	1	  	100% of interests	  	 	100	% 
	 Igloo Intermediate Corporation
	  	Interactive Data Corporation	  	1	  	 10 shares
 Common stock
	  	 	100	% 
	 Interactive Data Pricing and Reference Data LLC
	  	Interactive Data Canada Inc.	  	C-8	  	 35 shares
 Common stock
	  	 	0	% 
		  	Interactive Data Canada Inc.	  	C-9	  	 65 shares
 Common stock
	  	 	100	% 

 PLEDGED DEBT SECURITIES 

None. 







 Schedule III 

to the 
 Collateral Agreement 

INTELLECTUAL PROPERTY 
 Patents
and Patent Applications 
  

							
	 Grantor/Current Owner
	  	 Type
	  	 Registration /
Application Number
	  	Country
Designation
	 Interactive Data Pricing and Reference Data LLC
	  	FAIR-VALUE PRICING OF A FINANCIAL ASSET	  	U.S. 7,167,837	  	USA
				
	 Interactive Data Corporation
	  	SYSTEM AND METHOD FOR DISPLAYING TREND INDICATIONS	  	U.S. 7,707,100	  	USA
				
	 Interactive Data Corporation
	  	SYSTEM AND METHOD FOR DISPLAYING TREND INDICATIONS	  	U.S. 7,937,317	  	USA
				
	 Interactive Data Pricing and Reference LLC
	  	FAIR-VALUE PRICING OF A FINANCIAL ASSET	  	U.S. 7,860,770	  	USA
				
	 Interactive Data Pricing and Reference Data LLC
	  	FAIR-VALUE PRICING OF A FINANCIAL ASSET	  	U.S. 8,156,027	  	USA
				
	 Interactive Data Pricing and Reference Data LLC
	  	SYSTEM AND METHODS RELATED TO BOND VALUATION	  	61864817	  	USA
				
	 Interactive Data Pricing and Reference Data LLC
	  	SYSTEM AND METHODS RELATED TO BOND VALUATION	  	61936096	  	USA








 Trademarks and Trademark Applications 

 

											
	 Grantor/Owner of

Record
	  	 Mark
	  	Application
No.	  	Registration
No.	  	Effective
Date	  	Country
	 Interactive Data Corporation
	  	7TICKS	  	77859967	  	4043692	  	10/25/11	  	USA
						
	 Interactive Data Corporation
	  	ADVANCED GET	  	78550205	  	3125904	  	08/08/06	  	USA
						
	 Interactive Data Pricing and Reference Data LLC
	  	APEX	  	85716813	  	4390899	  	08/27/13	  	USA
						
	 BondEdge Solutions LLC
	  	BONDEDGE	  	73777713	  	1569401	  	12/05/89	  	USA
						
	 Interactive Data Corporation
	  	ESIGNAL	  	75637606	  	2432180	  	02/27/01	  	USA
						
	 Interactive Data Corporation
	  	ESIGNAL PRO	  	78522799	  	3113831	  	07/11/06	  	USA
						
	 Interactive Data Corporation
	  	FUTURESOURCE	  	73463303	  	1343949	  	6/25/85	  	USA
						
	 Interactive Data Online Properties, Inc.
	  	LIVECHARTS	  	76300969	  	2833378	  	04/13/04	  	USA
						
	 Interactive Data Corporation
	  	OPTIONSOURCE	  	73699499	  	1500014	  	08/09/88	  	USA
						
	 Interactive Data Pricing and Reference Data LLC
	  	POOL	  	75283656	  	2215835	  	01/05/99	  	USA
						
	 Interactive Data Online Properties, Inc.
	  	QCHARTS	  	78662602	  	3198187	  	01/16/07	  	USA
						
	 Interactive Data Corporation
	  	QUOTREK	  	73426366	  	1281405	  	06/12/84	  	USA
						
	 Interactive Data Corporation
	  	QUOTREK	  	74500627	  	1929203	  	10/24/95	  	USA
						
	 Interactive Data Corporation
	  	SIGNAL	  	73561413	  	1430906	  	03/03/87	  	USA
						
	 Interactive Data Corporation
	  	SIGNAL	  	74436398	  	1907620	  	07/25/95	  	USA
						
	 Interactive Data Corporation
	  	THE RIGHT TOOL. AT THE RIGHT PRICE.	  	75459950	  	2249488	  	06/01/99	  	USA
						
	 Interactive Data Corporation
	  	YOU’LL MAKE MORE BECAUSE YOU’LL KNOW MORE	  	75821832	  	2368905	  	07/18/00	  	USA








 Copyrights and Copyright Applications 

 

							
	 Grantor
	  	 Registered Owner
	  	 Title
	  	Registration /
Serial Number
	 Interactive Data Corporation
	  	Interactive Data Corporation	  	Advanced GET 9.0	  	TX0006401929

 Exclusive Copyright Licenses under which a Grantor is a Licensee 

None. 







 Schedule IV 

to the 
 Collateral Agreement 

COMMERCIAL TORT CLAIMS 
 None. 







 Exhibit I to the 

Collateral Agreement 

SUPPLEMENT NO.      dated as of
[            ] (this “Supplement”), to the Collateral Agreement dated as of May 2, 2014 (the “Collateral Agreement”), among IGLOO INTERMEDIATE
CORPORATION, INTERACTIVE DATA CORPORATION, the other GRANTORS from time to time party thereto and BANK OF AMERICA, N.A., as Collateral Agent (in such capacity, the “Collateral Agent”). 

A. Reference is made to (a) the Credit Agreement dated as of May 2, 2014 (as amended, supplemented or otherwise modified from time
to time, the “Credit Agreement”), among Igloo Intermediate Corporation, a Delaware corporation (“Holdings”), Interactive Data Corporation, a Delaware corporation (the “Borrower”), the Lenders party
thereto and Bank of America, N.A., as Administrative Agent and Collateral Agent and (b) the Collateral Agreement. 
 B. Capitalized
terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement and the Collateral Agreement, as applicable. 

C. The Grantors have entered into the Collateral Agreement in order to induce the Lenders to make Loans and the Issuing Banks to issue Letters
of Credit. Section 5.14 of the Collateral Agreement provides that additional Subsidiaries or any Intermediate Parent may become Grantors under the Collateral Agreement by execution and delivery of an instrument in the form of this Supplement.
The undersigned [Subsidiary][Intermediate Parent] (the “New Grantor”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Grantor under the Collateral Agreement in order to induce the
Lenders to make additional Loans and the Issuing Banks to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued. 

Accordingly, the Collateral Agent and the New Grantor agree as follows: 

SECTION 1. In accordance with Section 5.14 of the Collateral Agreement, the New Grantor by its signature below becomes a Grantor under
the Collateral Agreement with the same force and effect as if originally named therein as a Grantor, and the New Grantor hereby (a) agrees to all the terms and provisions of the Collateral Agreement applicable to it as a Grantor thereunder and

 (b) represents and warrants that the representations and warranties made by it as a Grantor thereunder are true and correct on and as of the date hereof.
In furtherance of the foregoing, the New Grantor, as security for the payment and performance in full of the Secured Obligations (as defined in the Credit Agreement), does hereby create and grant to the Collateral Agent, its successors and assigns,
for the benefit of the Secured Parties, a security interest in and lien on all of the New Grantor’s right, title and interest in, to and under the Pledged Collateral and the Article 9 Collateral (as each such term is defined in the Collateral
Agreement). Each reference to a “Grantor” in the Collateral Agreement shall be deemed to include the New Grantor. The Collateral Agreement is hereby incorporated herein by reference. 

SECTION 2. The New Grantor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplement has been duly
authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except to the extent that enforceability of such obligations may be limited by applicable
bankruptcy, insolvency and other similar laws affecting creditors’ rights generally. 







 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. Delivery of an executed signature page to this Supplement by facsimile or other electronic transmission
shall be effective as delivery of a manually signed counterpart of this Supplement. This Supplement shall become effective as to the New Grantor when a counterpart hereof executed on behalf of the New Grantor shall have been delivered to the
Collateral Agent and a counterpart hereof shall have been executed on behalf of the Collateral Agent, and thereafter shall be binding upon the New Grantor and the Collateral Agent and their respective permitted successors and assigns, and shall
inure to the benefit of the New Grantor, the Collateral Agent and the other Secured Parties and their respective successors and assigns, except that the New Grantor shall not have the right to assign or transfer its rights or obligations hereunder
or any interest herein (and any such assignment or transfer shall be void) except as expressly provided in this Supplement, the Collateral Agreement and the Credit Agreement. 

SECTION 4. The New Grantor hereby represents and warrants that (a) set forth on Schedule I attached hereto is a schedule with the true
and correct legal name of the New Grantor, its jurisdiction of formation and the location of its chief executive office, (b) Schedule II sets forth a true and complete list, with respect to the New Grantor, of (i) all the Equity Interests
owned by the New Grantor in any Subsidiary and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by the New Grantor and (ii) all the
Pledged Debt Securities owned by the New Grantor and (c) Schedule III attached hereto sets forth, as of the date hereof, (i) all of the New Grantor’s Patents constituting Article 9 Collateral, including the name of the registered
owner, type, registration or application number and the expiration date (if already registered) of each such Patent owned by the New Grantor, (ii) all of the New Grantor’s Trademarks constituting Article 9 Collateral, including the name of
the registered owner, the registration or application number and the expiration date (if already registered) of each such Trademark owned by the New Grantor, and (iii) all of the New Grantor’s Copyrights constituting Article 9 Collateral,
including the name of the registered owner, title and, if applicable, the registration number of each such Copyright owned by the New Grantor, and (d) Schedule IV attached hereto sets forth, as of the date hereof, each Commercial Tort Claim in
respect of which a complaint or counterclaim has been filed by the New Grantor seeking damages in an amount of $15,000,000 or more. 

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

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

SECTION 7. Any provision of this Supplement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction
shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith and expenses incurred hereunder and under the Collateral Agreement as provided in Section 9.03(a) of the negotiations to replace any
invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of such invalid, illegal or unenforceable provisions. 







 SECTION 8. All communications and notices hereunder shall be in writing and given as provided in
Section 5.01 of the Collateral Agreement. 
 SECTION 9. The New Grantor agrees to reimburse the Collateral Agent for its fees Credit
Agreement; provided that each reference therein to the “Borrower” shall be deemed to be a reference to “the New Grantor” and each reference therein to the “Administrative Agent” shall be deemed to be a reference
to the “Collateral Agent”. 







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

			
	[NAME OF NEW GRANTOR],
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	Legal Name:
	Jurisdiction of Formation:
	Location of Chief Executive Office:
	
	BANK OF AMERICA, N.A., as Collateral Agent
		
	By:	 	  

	Name:	 	
	Title:	 	



  
 SIGNATURE PAGE TO
SUPPLEMENT TO COLLATERAL AGREEMENT 








 Schedule I 

to Supplement No.      to 

the Collateral Agreement 
  

					
	 Name
	  	Jurisdiction of Formation	  	Chief Executive Office
		  		  	
		  		  	
		  		  	








 Schedule II 

to Supplement No.      to the 

Collateral Agreement 
 PLEDGED
EQUITY INTERESTS 
  

									
	 Grantor
	  	Issuer	  	Number of
Certificate	  	Number and
Class of
Equity Interests	  	Percentage
of Equity Interests
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	

 PLEDGED DEBT SECURITIES 
  

									
	 Grantor
	  	Issuer	  	Principal
Amount	  	Date of Note	  	Maturity Date
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	








 Schedule III 

to Supplement No.      to 

the Collateral Agreement 

INTELLECTUAL PROPERTY 







 Schedule IV 

to Supplement No.      to the 

Collateral Agreement 
 COMMERCIAL
TORT CLAIMS 







 Exhibit II 

to the Collateral Agreement 

COPYRIGHT SECURITY AGREEMENT dated as of [            ],
20[    ] (this “Agreement”), among [                    ] (the “Grantor”) and Bank of America,
N.A., as Collateral Agent (in such capacity, the “Collateral Agent”). 
 Reference is made to (a) the Credit Agreement
dated as of May 2, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Igloo Intermediate Corporation, a Delaware corporation (“Holdings”), Interactive Data
Corporation, a Delaware corporation (the “Borrower”), the Lenders party thereto and Bank of America, N.A., as Administrative Agent and Collateral Agent and (b) the Collateral Agreement dated as of May 2, 2014 (as amended,
supplemented or otherwise modified from time to time, the “Collateral Agreement”), among, the Borrower, the other grantors from time to time party thereto and the Collateral Agent. The Lenders and the Issuing Banks have agreed to
extend credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement. The Grantor is an Affiliate of the Borrower and is willing to execute and deliver this Agreement in order to induce the Lenders to make additional
Loans and the Issuing Banks to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued. Accordingly, the parties hereto agree as follows: 

SECTION 1. Terms. Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the
Collateral Agreement or the Credit Agreement, as applicable. The rules of construction specified in Section 1.01(b) of the Collateral Agreement also apply to this Agreement. 

SECTION 2. Grant of Security Interest. As security for the payment or performance, as the case may be, in full of the Secured
Obligations, the Grantor hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title and
interest in, to and under any Copyrights now owned or at any time hereafter acquired by such Grantor, including those listed on Schedule I, and any exclusive Copyright Licenses under which such Grantor is a licensee, including those listed on
Schedule II (collectively, the “Copyright Collateral”). 
 SECTION 3. Collateral Agreement. The Security Interest
granted to the Collateral Agent herein is granted in furtherance, and not in limitation, of the security interests granted to the Collateral Agent pursuant to the Collateral Agreement. The Grantor hereby acknowledges and affirms that the rights and
remedies of the Collateral Agent with respect to the Copyright Collateral are more fully set forth in the Collateral Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein. In the event
of any conflict between the terms of this Agreement and the Collateral Agreement, the terms of the Collateral Agreement shall govern. 

SECTION 4. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts),
each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile or other electronic transmission shall be effective as delivery
of a manually signed counterpart of this Agreement. 







 [Remainder of this page intentionally left blank] 







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

			
	[                                ],
		
	By:	 	  

	Name:	 	
	Title:	 	



  
 SIGNATURE PAGE TO
COPYRIGHT SECURITY AGREEMENT 








 
			
	BANK OF AMERICA, N.A., as Collateral Agent,
		
	By:	 	  

	Name:	 	
	Title:	 	



  
 SIGNATURE PAGE TO
COPYRIGHT SECURITY AGREEMENT 








 Schedule I 







 Schedule II 







 Exhibit III to the 

Collateral 
 Agreement 

PATENT SECURITY AGREEMENT dated as of [            ],
20[    ] (this “Agreement”), among [                    ] (the “Grantor”) and Bank of America,
N.A., as Collateral Agent (in such capacity, the “Collateral Agent”). 
 Reference is made to (a) the Credit Agreement
dated as of May 2, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Igloo Intermediate Corporation, a Delaware corporation (“Holdings”), Interactive Data
Corporation, a Delaware corporation (the “Borrower”), the Lenders party thereto and Bank of America, N.A., as Administrative Agent and Collateral Agent and (b) the Collateral Agreement dated as of May 2, 2014 (as amended,
supplemented or otherwise modified from time to time, the “Collateral Agreement”), among the Borrower, the other grantors from time to time party thereto and the Collateral Agent. The Lenders and the Issuing Banks have agreed to
extend credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement. The Grantor is an Affiliate of the Borrower and is willing to execute and deliver this Agreement in order to induce the Lenders to make additional
Loans and the Issuing Banks to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued. Accordingly, the parties hereto agree as follows: 

SECTION 1. Terms. Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the
Collateral Agreement or the Credit Agreement, as applicable. The rules of construction specified in Section 1.01(b) of the Collateral Agreement also apply to this Agreement. 

SECTION 2. Grant of Security Interest. As security for the payment or performance, as the case may be, in full of the Secured
Obligations, the Grantor hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title and
interest in, to and under any Patents now owned or at any time hereafter acquired by such Grantor, including those listed on Schedule I (the “Patent Collateral”). 

SECTION 3. Collateral Agreement. The Security Interest granted to the Collateral Agent herein is granted in furtherance, and not in
limitation, of the security interests granted to the Collateral Agent pursuant to the Collateral Agreement. The Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the Patent Collateral are
more fully set forth in the Collateral Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this Agreement and the Collateral
Agreement, the terms of the Collateral Agreement shall govern. 
 SECTION 4. Counterparts. This Agreement may be executed in
counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by
facsimile or other electronic transmission shall be effective as delivery of a manually signed counterpart of this Agreement. 







 [Remainder of this page intentionally left blank] 







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

			
	[                                ],
		
	By:	 	  

	Name:	 	
	Title:	 	



  
 SIGNATURE
PAGE TO PATENT SECURITY AGREEMENT 









			
	BANK OF AMERICA, N.A., as Collateral Agent,
		
	By:	 	  

	Name:	 	
	Title:	 	



  
 SIGNATURE
PAGE TO PATENT SECURITY AGREEMENT 








 Schedule I 







 Exhibit IV to the 

Collateral 
 Agreement 

TRADEMARK SECURITY AGREEMENT dated as of [            ],
20[    ] (this “Agreement”), among [                    ] (the “Grantor”) and Bank of America,
N.A., as Collateral Agent (in such capacity, the “Collateral Agent”). 
 Reference is made to (a) the Credit Agreement
dated as of May 2, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Igloo Intermediate Corporation, a Delaware corporation (“Holdings”), Interactive Data
Corporation, a Delaware corporation (the “Borrower”), the Lenders party thereto and Bank of America, N.A., as Administrative Agent and Collateral Agent and (b) the Collateral Agreement dated as of May 2, 2014 (as amended,
supplemented or otherwise modified from time to time, the “Collateral Agreement”), among the Borrower, the other grantors from time to time party thereto and the Collateral Agent. The Lenders and the Issuing Banks have agreed to
extend credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement. The Grantor is an Affiliate of the Borrower and is willing to execute and deliver this Agreement in order to induce the Lenders to make additional
Loans and the Issuing Banks to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued. Accordingly, the parties hereto agree as follows: 

SECTION 1. Terms. Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the
Collateral Agreement or the Credit Agreement, as applicable. The rules of construction specified in Section 1.01(b) of the Collateral Agreement also apply to this Agreement. 

SECTION 2. Grant of Security Interest. As security for the payment or performance, as the case may be, in full of the Secured
Obligations, the Grantor hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title and
interest in, to and under any Trademarks now owned or at any time hereafter acquired by such Grantor, including those listed on Schedule I (the “Trademark Collateral”). 

SECTION 3. Collateral Agreement. The Security Interest granted to the Collateral Agent herein is granted in furtherance, and not in
limitation, of the security interests granted to the Collateral Agent pursuant to the Collateral Agreement. The Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the Trademark Collateral are
more fully set forth in the Collateral Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this Agreement and the Collateral
Agreement, the terms of the Collateral Agreement shall govern. 
 SECTION 4. Counterparts. This Agreement may be executed in
counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by
facsimile or other electronic transmission shall be effective as delivery of a manually signed counterpart of this Agreement. 







 [Remainder of this page intentionally left blank] 







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

			
	[                                ],
		
	By:	 	  

	Name:	 	
	Title:	 	



  
 SIGNATURE
PAGE TO TRADEMARK SECURITY AGREEMENT 









			
	BANK OF AMERICA, N.A., as Collateral Agent,
		
	By:	 	  

	Name:	 	
	Title:	 	



  
 SIGNATURE
PAGE TO TRADEMARK SECURITY AGREEMENT 








 Schedule I