Exhibit 10.87



 Exhibit 10.87 
  
  
  
 GUARANTEE AND COLLATERAL AGREEMENT

 made by 
 SBA COMMUNICATIONS CORPORATION, 
 SBA TELECOMMUNICATIONS, INC., 
 SBA SENIOR FINANCE, INC., 
 SBA SENIOR FINANCE II LLC 
 and certain of its Subsidiaries 
 in favor of 
 TORONTO DOMINION (TEXAS) LLC, as Administrative
Agent 
 Dated as of February 11, 2010 
  
  
  







 TABLE OF CONTENTS 
  

					
	 	  	 	  	Page
	 Section 1.
	  	DEFINED TERMS	  	2
	 1.1  
	  	Definitions	  	2
	 1.2  
	  	Other Definitional Provisions	  	6
			
	 Section 2.
	  	GUARANTEE	  	7
	 2.1  
	  	Guarantee	  	7
	 2.2  
	  	Right of Contribution	  	8
	 2.3  
	  	Subrogation	  	9
	 2.4  
	  	Amendments, etc. with respect to the Borrower Obligations	  	9
	 2.5  
	  	Guarantee Absolute and Unconditional	  	10
	 2.6  
	  	Reinstatement	  	11
	 2.7  
	  	Payments	  	12
			
	 Section 3.
	  	GRANT OF SECURITY INTEREST	  	12
	 3.1  
	  	Grantor Security Interest	  	12
			
	 Section 4.
	  	REPRESENTATIONS AND WARRANTIES	  	13
	 4.1  
	  	Representations in Credit Agreement; the Parent’s and Holdings’ Representations	  	13
	 4.2  
	  	Title; No Other Liens	  	17
	 4.3  
	  	Perfected First Priority Liens	  	17
	 4.4  
	  	Jurisdiction of Organization; Chief Executive Office	  	17
	 4.5  
	  	Inventory and Equipment	  	17
	 4.6  
	  	Farm Products	  	17
	 4.7  
	  	Investment Property	  	17
	 4.8  
	  	Receivables	  	18
	 4.9  
	  	Intellectual Property	  	18
			
	 Section 5.
	  	COVENANTS	  	19
	 5.1  
	  	Covenants in Credit Agreement	  	19
	 5.2  
	  	Delivery of Instruments and Chattel Paper	  	19
	 5.3  
	  	Maintenance of Insurance	  	19
	 5.4  
	  	Payment of Obligations	  	19
	 5.5  
	  	Maintenance of Perfected Security Interest; Further Documentation	  	20
	 5.6  
	  	Changes in Locations, Name, etc.	  	20
	 5.7  
	  	Notices	  	20
	 5.8  
	  	Investment Property	  	21
	 5.9  
	  	Receivables	  	22
	 5.10
	  	Intellectual Property	  	23
			
	 Section 6.
	  	REMEDIAL PROVISIONS	  	24
	 6.1  
	  	Certain Matters Relating to Receivables	  	24
	 6.2  
	  	Communications with Obligors; Grantors Remain Liable	  	25
	 6.3  
	  	Pledged Stock	  	25

  

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	 	  	 	  	Page
	 6.4  
	  	Proceeds to be Turned Over To Administrative Agent	  	26
	 6.5  
	  	Application of Proceeds	  	27
	 6.6  
	  	Code and Other Remedies	  	27
	 6.7  
	  	Registration Rights	  	28
	 6.8  
	  	Subordination	  	29
	 6.9  
	  	Waiver; Deficiency	  	29
			
	 Section 7.
	  	THE ADMINISTRATIVE AGENT	  	29
	 7.1  
	  	Administrative Agent’s Appointment as Attorney-in-Fact, etc.	  	29
	 7.2  
	  	Duty of Administrative Agent	  	31
	 7.3  
	  	Execution of Financing Statements	  	32
	 7.4  
	  	Authority of Administrative Agent	  	32
			
	 Section 8.
	  	MISCELLANEOUS	  	32
	 8.1  
	  	Amendments in Writing	  	32
	 8.2  
	  	Notices	  	32
	 8.3  
	  	No Waiver by Course of Conduct; Cumulative Remedies	  	32
	 8.4  
	  	Enforcement Expenses; Indemnification	  	33
	 8.5  
	  	Successors and Assigns	  	33
	 8.6  
	  	Set-Off	  	33
	 8.7  
	  	Counterparts	  	34
	 8.8  
	  	Severability	  	34
	 8.9  
	  	Section Headings	  	34
	 8.10
	  	Integration	  	34
	 8.11
	  	GOVERNING LAW	  	34
	 8.12
	  	Submission To Jurisdiction; Waivers	  	34
	 8.13
	  	Acknowledgments	  	35
	 8.14
	  	Additional Grantors	  	35
	 8.15
	  	Releases	  	35
	 8.16
	  	WAIVER OF JURY TRIAL	  	36

  

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	 SCHEDULES

		
	Schedule 1	  	Notice Addresses of Guarantors
	Schedule 2	  	Description of Pledged Securities
	Schedule 3	  	Filings and Other Actions Required to Perfect Security Interests
	Schedule 4	  	Location of Jurisdiction of Organization and Chief Executive Office
	Schedule 5	  	Location of Inventory and Equipment (including Exhibit A Office Leases Addresses)
	Schedule 6	  	Intellectual Property
		
	 ANNEX
	  	
		
	 I
	  	Form of Assumption Agreement

  

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 GUARANTEE AND COLLATERAL AGREEMENT, dated as of February 11, 20010, made by SBA
COMMUNICATIONS CORPORATION (the “Parent”), SBA TELECOMMUNICATIONS, INC. (“Holdings”) and the other GRANTORS (as defined below), in favor of TORONTO DOMINION (TEXAS) LLC, as Administrative Agent (in such capacity,
the “Administrative Agent”) for the banks and other financial institutions (the “Lenders”) from time to time parties to the Credit Agreement, dated as of February 11, 2010 (as restated, amended, supplemented or
otherwise modified from time to time, the “Credit Agreement”), among SBA SENIOR FINANCE II LLC, a Florida limited liability company (the “Borrower”), the Lenders, the Administrative Agent and the other Agents named
therein. 
 W I T N E S S E T H: 
 WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to severally make extensions of credit to the Borrower upon the terms and
subject to the conditions set forth therein; 
 WHEREAS, the Borrower is a member of an affiliated group of companies that
includes the Parent, Holdings and each other Grantor; 
 WHEREAS, the proceeds of the extensions of credit under the Credit
Agreement will be used in part to enable the Borrower to make valuable transfers to the Parent, Holdings and one or more of the other Grantors in connection with the operation of their respective businesses; 
 WHEREAS, certain of the Qualified Counterparties may enter into Specified Hedge Agreements with one or more of the Grantors; 
 WHEREAS, the Borrower, the Parent, Holdings and the other Grantors are engaged in related businesses, and the Parent, Holdings and each
other Grantor will derive substantial direct and indirect benefit from the entering into of the Credit Agreement and the making of the extensions of credit under the Credit Agreement and from the Specified Hedge Agreements; and 
 WHEREAS, it is a condition precedent to the obligation of the Lenders to enter into the Credit Agreement and to make their respective
extensions of credit to the Borrower under the Credit Agreement that the Parent, Holdings and the other Grantors shall have executed and delivered this Agreement to the Administrative Agent for the ratable benefit of the Secured Parties; 








 NOW, THEREFORE, in consideration of the premises and to induce the Administrative Agent and
the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrower thereunder, the Parent, Holdings and each other Grantor hereby agrees with the Administrative Agent, for the
ratable benefit of the Secured Parties, as follows: 
 SECTION 1. DEFINED TERMS 
 1.1 Definitions. (a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the
meanings given to them in the Credit Agreement, and the following terms are used herein as defined in the New York UCC: Accounts, Certificated Security, Chattel Paper, Commercial Tort Claims, Documents, Equipment, Farm Products, General Intangibles,
Goods, Instruments, Inventory, Letter-of-Credit Rights and Supporting Obligations. 
 (b) The following terms shall have the
following meanings: 
 “Agreement”: this Guarantee and Collateral Agreement, as the same may be restated,
amended, supplemented or otherwise modified from time to time. 
 “Borrower Credit Agreement Obligations”: the
collective reference to the unpaid principal of and interest on the Term Loans, if any, or the Revolving Credit Loans and Reimbursement Obligations and all other obligations and liabilities of the Borrower (including, without limitation, interest
accruing at the then applicable rate provided in the Credit Agreement after the maturity of the Term Loans, if any, or the Revolving Credit Loans and Reimbursement Obligations and interest accruing at the then applicable rate provided in the Credit
Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such
proceeding) to the Administrative Agent or any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Credit Agreement, this
Agreement, or the other Loan Documents, or any Letter of Credit, or any other document made, delivered or given in connection therewith, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs,
expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Administrative Agent or to the Lenders that are required to be paid by the Borrower pursuant to the terms of any of the foregoing agreements).

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

  

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only so long as, the Borrower Credit Agreement Obligations are secured and guaranteed pursuant hereto, and (iii) all other obligations and liabilities of the Borrower, whether direct or
indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement (including, without limitation, all fees and disbursements of counsel to the
Administrative Agent or to the Secured Parties that are required to be paid by the Borrower pursuant to the terms of this Agreement). 
 “Collateral”: as defined in Section 3.1. 
 “Collateral Account”: any collateral
account established by the Administrative Agent as provided in Section 6.1 or 6.4. 
 “Copyrights”:
(i) all copyrights arising under the laws of the United States, any other country or any political subdivision thereof, whether registered or unregistered and whether published or unpublished (including, without limitation, those listed in
Schedule 6), all registrations and recordings thereof, and all applications in connection therewith, including, without limitation, all registrations, recordings and applications in the United States Copyright Office, and (ii) the
right to obtain all renewals thereof. 
 “Copyright Licenses”: any written agreement naming any Grantor as
licensor or licensee (including, without limitation, those listed in Schedule 6), granting any right under any Copyright, including, without limitation, the grant of rights to manufacture, distribute, exploit and sell materials derived
from any Copyright. 
 “Deposit Account”: as defined in the Uniform Commercial Code of any applicable
jurisdiction and, in any event, including, without limitation, any demand, time, savings, passbook or like account maintained with a depositary institution. 
 “Excluded Assets”: the collective reference to (i) any contract, General Intangible, Copyright License, Patent License or Trademark License (“Intangible Assets”), in
each case to the extent the grant by the relevant Grantor of a security interest pursuant to this Agreement in such Grantor’s right, title and interest in such Intangible Asset (A) is prohibited by legally enforceable provisions of any
contract, agreement, instrument or indenture governing such Intangible Asset, (B) would give any other party to such contract, agreement, instrument or indenture a legally enforceable right to terminate its obligations thereunder or (C) is
permitted only with the consent of another party, if the requirement to obtain such consent is legally enforceable and such consent has not been obtained; provided, that in any event any Receivable or any money or other amounts due or to
become due under any such contract, agreement, instrument or indenture shall not be Excluded Assets to the extent that any of the foregoing is (or if it contained a provision limiting the transferability or pledge thereof would be) subject to
Section 9-406 of the New York UCC, (ii) Foreign Subsidiary Voting Stock and the shares, stock certificates, options and rights in respect of the Capital Stock of any Securitization Subsidiary or Excluded Subsidiary, in each case as
excluded from the definition of “Pledged Stock” set forth in this Section 1.1, (iii) the Towers and Tower sites owned by any Grantor to the extent a mortgage, fixture filing or assignment of lease would be required to perfect a
security interest therein, together with any products and proceeds of any of the foregoing and (iv) in the case of the Parent, Holdings and SBA Senior Finance (or any Person of which any of Holdings, SBA

  

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Senior Finance or the Borrower is a Subsidiary), any asset other than the Capital Stock of Holdings, SBA Senior Finance or the Borrower, as applicable (or of any Person of which any of Holdings,
SBA Senior Finance or the Borrower is a Subsidiary). 
 “Excluded Trademark”: the Trademark with Reg.
No. 3,099,674 listed on Schedule 6. 
 “Foreign Subsidiary”: any Subsidiary organized, or
substantially all of whose assets consist of Subsidiaries organized, under the laws of any jurisdiction outside the United States of America. 
 “Foreign Subsidiary Voting Stock”: the voting Capital Stock of any Foreign Subsidiary. 
 “Grantor”: each of the signatories hereto (together with any other entity that may become a party hereto as provided herein). 
 “Guarantor Hedge Agreement Obligations”: the collective reference to all obligations and liabilities of a Guarantor
(including, without limitation, interest accruing at the then applicable rate provided in any Specified Hedge Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding,
relating to such Guarantor, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) to any Qualified Counterparty, whether direct or indirect, absolute or contingent, due or to become due, or now existing or
hereafter incurred, which may arise under, out of, or in connection with, any Specified Hedge Agreement or any other document made, delivered or given in connection therewith, in each case whether on account of principal, interest, reimbursement
obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the relevant Qualified Counterparty that are required to be paid by such Guarantor pursuant to the terms of any
Specified Hedge Agreement). 
 “Guarantor Obligations”: with respect to any Guarantor, the collective reference
to (i) any Guarantor Hedge Agreement Obligations of such Guarantor, but only to the extent that, and only so long as, the other Obligations of such Guarantor are secured and guaranteed pursuant hereto, and (ii) all obligations and
liabilities of such Guarantor which may arise under or in connection with this Agreement (including, without limitation, Section 2) or any other Loan Document to which such Guarantor is a party, in each case whether on account of guarantee
obligations, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Administrative Agent or to any Secured Party that are required to be paid by such
Guarantor pursuant to the terms of this Agreement or any other Loan Document). 
 “Guarantors”: the collective
reference to each Grantor other than the Borrower. 
 “Hedge Agreements”: as to any Person, all interest rate
swaps, currency swaps, exchange agreements, commodity swaps, caps or collar agreements or similar arrangements entered into by such Person providing for protection against fluctuations in interest rates, currency exchange rates or commodity prices
or the exchange of nominal interest obligations, either generally or under specific contingencies. For avoidance of doubt, Hedge Agreements shall include any interest rate swap or similar agreement that provides for the payment by the Borrower or
any Guarantor of amounts based upon a floating rate in exchange for receipt by the Borrower or such Guarantor of amounts based upon a fixed rate. 
  

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

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

 “Issuers”: the collective reference to each issuer of any Investment Property. 
 “New York UCC”: the Uniform Commercial Code as from time to time in effect in the State of New York. 
 “Obligations”: (i) in the case of the Borrower, the Borrower Obligations, and (ii) in the case of each Guarantor,
its Guarantor Obligations. 
 “Patents”: (i) all letters patent of the United States, any other country or
any political subdivision thereof, all reissues and extensions thereof and all goodwill associated therewith, including, without limitation, any of the foregoing referred to in Schedule 6, (ii) all applications for letters patent of
the United States or any other country and all divisions, continuations and continuations-in-part thereof, including, without limitation, any of the foregoing referred to in Schedule 6, and (iii) all rights to obtain any reissues or
extensions of the foregoing. 
 “Patent License”: all agreements, whether written or oral, providing for the
grant by or to any Grantor of any right to manufacture, use or sell any invention covered in whole or in part by a Patent, including, without limitation, any of the foregoing referred to in Schedule 6. 
 “Pledged Notes”: all promissory notes listed on Schedule 2, all Intercompany Notes at any time issued to any
Grantor and all other promissory notes issued to or held by any Grantor (other than promissory notes issued in connection with extensions of trade credit by any Grantor in the ordinary course of business). 
 “Pledged Securities”: the collective reference to the Pledged Notes and the Pledged Stock. 
  

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 “Pledged Stock”: the shares of Capital Stock listed on
Schedule 2, together with any other shares, stock certificates, options or rights of any nature whatsoever in respect of the Capital Stock of any Person that may be issued or granted to, or held by, any Grantor while this Agreement is in
effect; provided that in no event shall more than 65% of the total outstanding Foreign Subsidiary Voting Stock of any Foreign Subsidiary be required to be pledged hereunder; provided further that “Pledged Stock” shall
not include the shares, stock certificates, options or rights of any nature whatsoever in respect of the Capital Stock of (i) any Securitization Subsidiary to the extent the pledge thereof hereunder would not be permitted by Contractual
Obligations of such Securitization Subsidiaries with Persons who are not Affiliates or (ii) any Excluded Subsidiary (other than Excluded Subsidiaries described in clause (x)(A) of the definition of “Excluded Subsidiaries”).

 “Proceeds”: all “proceeds” as such term is defined in Section 9-102(a)(64) of the Uniform
Commercial Code in effect in the State of New York on the date hereof and, in any event, shall include, without limitation, all dividends or other income from the Investment Property, collections thereon or distributions or payments with respect
thereto. 
 “Receivable”: any right to payment for goods sold, leased, licensed, assigned or otherwise disposed
of, or for services rendered, whether or not such right is evidenced by an Instrument or Chattel Paper and whether or not it has been earned by performance (including, without limitation, any Account). 
 “Secured Parties”: the collective reference to the Administrative Agent, the Lenders (including the Issuing Lender in its
capacity as Issuing Lender) and any Qualified Counterparties. 
 “Securities Act”: the Securities Act of 1933,
as amended. 
 “Specified Hedge Agreement”: any Hedge Agreement entered into by (i) the Borrower or any
Guarantor and (ii) any Qualified Counterparty. 
 “Trademarks”: (i) all trademarks, trade names,
corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers, and all goodwill associated therewith, now existing or hereafter adopted or acquired, all
registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any
political subdivision thereof, or otherwise, and all common-law rights related thereto, including, without limitation, any of the foregoing referred to in Schedule 6, and (ii) the right to obtain all renewals thereof. 
 “Trademark License”: any agreement, whether written or oral, providing for the grant by or to any Grantor of any right to
use any Trademark, including, without limitation, any of the foregoing referred to in Schedule 6. 
 1.2 Other
Definitional Provisions. (a) The words “hereof,” “herein,” “hereto” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any
particular provision of this Agreement, and Section and Schedule references are to this Agreement unless otherwise specified. 
  

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 (b) The meanings given to terms defined herein shall be equally applicable to both the
singular and plural forms of such terms. 
 (c) Where the context requires, terms relating to the Collateral or any part
thereof, when used in relation to a Grantor, shall refer to such Grantor’s Collateral or the relevant part thereof. 
 SECTION 2. GUARANTEE 
 2.1 Guarantee. 
 (a)(i) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the
ratable benefit of the Secured Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of
the Borrower Obligations (other than, in the case of each Guarantor, Borrower Obligations arising pursuant to clause (ii) of this Section 2.1(a) in respect of Guarantor Hedge Agreement Obligations in respect of which such Guarantor is a
primary obligor). 
 (ii) The Borrower hereby unconditionally and irrevocably guarantees to the Administrative Agent, for the
ratable benefit of the Secured Parties and their respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance by each Guarantor when due (whether at stated maturity, by acceleration or otherwise) of the
Guarantor Hedge Agreement Obligations of such Guarantor. 
 (b) Anything herein or in any other Loan Document to the contrary
notwithstanding, (i) the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to
fraudulent conveyances or transfers or the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2) and (ii) the maximum liability of the Borrower under this Section 2 shall in no event
exceed the amount which can be guaranteed by the Borrower under applicable federal and state laws relating to fraudulent conveyances or transfers or the insolvency of debtors (after giving effect to the right of contribution established in
Section 2.2). 
 (c)(i) Each Guarantor agrees that the Borrower Obligations may at any time and from time to time
exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee of such Guarantor contained in this Section 2 or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder.

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

  

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 (d) Subject to Section 8.15 hereof, the guarantee contained in this Section 2
shall remain in full force and effect until all the Borrower Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by full and final payment in cash, no Letter of Credit
shall be outstanding and the Revolving Credit Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower may be free from any Borrower Obligations and any or all of the Guarantors may
be free from their respective Guarantor Hedge Agreement Obligations. 
 (e) No payment made by the Borrower, any of the
Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or
any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Guarantor Hedge Agreement Obligations shall be deemed to modify, reduce, release or otherwise affect the
liability of the Borrower or any Guarantor under this Section 2 which shall, notwithstanding any such payment (other than any payment made by the Borrower or such Guarantor in respect of the Borrower Obligations or the Guarantor Hedge Agreement
Obligations or any payment received or collected from the Borrower or such Guarantor in respect of the Borrower Obligations or the Guarantor Hedge Agreement Obligations), remain liable for the Borrower Obligations and the Guarantor Hedge Agreement
Obligations up to the maximum liability of the Borrower or such Guarantor hereunder until the Borrower Obligations and the Guarantor Hedge Agreement Obligations are fully and finally paid in cash, no Letter of Credit shall be outstanding and the
Revolving Credit Commitments are terminated. 
 2.2 Right of Contribution. (a) Each Guarantor hereby agrees
that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder or the Guarantor Hedge Agreement Obligations, such Guarantor shall be entitled to seek and receive contribution from and against any
other Guarantor hereunder which has not paid its proportionate share of such payment. 
 (b) The Borrower and each Guarantor
agrees that to the extent that the Borrower or any Guarantor shall have paid more than its proportionate share of any payment made hereunder in respect of any Guarantor Hedge Agreement Obligation of any other Guarantor, the Borrower or such
Guarantor, as the case may be, shall be entitled to seek and receive contribution from and against the Borrower and any other Guarantor which has not paid its proportionate share of such payment. 
 (c) The Borrower's and each Guarantor’s right of contribution under this Section 2.2 shall be subject to the terms and conditions
of Section 2.3. The provisions of this Section 2.2 shall in no respect limit the obligations and liabilities of the Borrower or any Guarantor to the Administrative Agent and the Secured Parties and the Borrower, and each Guarantor shall
remain liable to the Administrative Agent and the Secured Parties for the full amount guaranteed by the Borrower or such Guarantor hereunder. 
  

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 2.3 Subrogation. Notwithstanding any payment made by the Borrower or any
Guarantor hereunder or any set-off or application of funds of the Borrower or any Guarantor by the Administrative Agent or any Secured Party, neither the Borrower nor the Guarantor shall be entitled to be subrogated to any of the rights of the
Administrative Agent or any Secured Party against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Secured Party for the payment of the Borrower Obligations or the
Guarantor Hedge Agreement Obligations, nor shall the Borrower or any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by the Borrower or such Guarantor
hereunder, until all amounts owing to the Administrative Agent and the Secured Parties by the Borrower on account of the Borrower Obligations are fully and finally paid in cash, no Letter of Credit shall be outstanding and the Revolving Credit
Commitments are terminated. If any amount shall be paid to the Borrower or any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been fully and finally paid in cash, such amount shall be
held by the Borrower or such Guarantor in trust for the Administrative Agent and the Secured Parties, segregated from other funds of the Borrower or such Guarantor, and shall, forthwith upon receipt by the Borrower or such Guarantor, be turned over
to the Administrative Agent in the exact form received by the Borrower or such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be applied against the Borrower Obligations or the Guarantor Hedge Agreement
Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine. 
 2.4 Amendments, etc.
with respect to the Borrower Obligations. The Borrower and each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Borrower or any Guarantor and without notice to or further assent
by the Borrower or any Guarantor, any demand for payment of any of the Borrower Obligations or Guarantor Hedge Agreement Obligations made by the Administrative Agent or any Secured Party may be rescinded by the Administrative Agent or such Secured
Party and any of the Borrower Obligations or Guarantor Hedge Agreement Obligations continued, and the Borrower Obligations or Guarantor Hedge Agreement Obligations, or the liability of any other Person upon or for any part thereof, or any collateral
security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or
any Secured Party (with the consent of such of the Borrower and the Guarantor as shall be required thereunder), and the Specified Hedge Agreements, the Credit Agreement and the other Loan Documents and any other documents executed and delivered in
connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders or all Lenders, as the case may be) may (with the consent of such of the Borrower and the Guarantor
as shall be required thereunder) deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Secured Party for the payment of the Borrower Obligations or Guarantor
Hedge Agreement Obligations may (with the consent of such of the Borrower and the Guarantor as shall be required thereunder) be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Secured Party shall, except to
the extent set forth in, and for the benefit of the parties to, the agreements and instruments governing such Lien or guarantee have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Borrower
Obligations or Guarantor Hedge Agreement Obligations or for the guarantees contained in this Section 2 or any property subject thereto. 
  

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

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

  

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must otherwise be restored or returned by the Administrative Agent or any Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any
Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payments had
not been made. 
 2.7 Payments. The Borrower and each Guarantor hereby guarantees that payments by it hereunder will
be paid to the Administrative Agent without set-off or counterclaim (i) in the case of obligations in respect of Borrower Obligations arising under the Credit Agreement or any other Loan Document in Dollars at the Payment Office specified in
the Credit Agreement and (ii) in the case of obligations in respect of any Borrower Hedge Agreement Obligations or any Guarantor Hedge Agreement Obligations, in the currency and at the place specified in the applicable Specified Hedge
Agreement. 
 SECTION 3. GRANT OF SECURITY INTEREST 
 3.1 Grantor Security Interest. Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the
Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in, all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may
acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such
Grantor’s Obligations: 
 (a) all Accounts; 
 (b) all Chattel Paper; 
 (c) all Deposit Accounts (except for monies held as security for the obligations of others); 
 (d) all Documents; 
 (e) all Equipment; 
 (f) all General Intangibles; 
 (g) all Instruments; 
 (h) all Intellectual Property; 

(i) all Inventory; 
 (j) all Investment Property; 
 (k) all Letter of Credit Rights;

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

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 (m) all books and records pertaining to the Collateral; and 
 (n) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing, all Supporting
Obligations in respect of any of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; 
 provided, that the Collateral shall not include any Excluded Assets, and all references to any of the foregoing in this Agreement shall be deemed to exclude any Excluded Assets. 
 SECTION 4. REPRESENTATIONS AND WARRANTIES 
 To induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrower thereunder, each Grantor
(other than the Parent, Holdings and SBA Senior Finance, except with respect to Sections 4.1(b), (c) and (d), 4.2, 4.3, 4.4 and 4.7) hereby represents and warrants to the Administrative Agent and each Lender that: 
 4.1 Representations in Credit Agreement; the Parent’s and Holdings’ Representations. (a) In the case of each
Guarantor, the representations and warranties set forth in Section 4 of the Credit Agreement as they relate to such Guarantor or to the Loan Documents to which such Guarantor is a party, each of which is hereby incorporated herein by reference,
are true and correct, and the Administrative Agent and each Lender shall be entitled to rely on each of them as if they were fully set forth herein, provided that each reference in each such representation and warranty to the Borrower’s
knowledge shall, for the purposes of this Section 4.1, be deemed to be a reference to such Guarantor’s knowledge. 
 (b) In the case of the Parent: 
 (i) Parent (A) is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization, (B) has the corporate power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which
it is currently engaged, (C) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification
except to the extent the failure to be so qualified could not, in the aggregate, reasonably be expected to have a Material Adverse Effect and (D) is in compliance with all Requirements of Law except to the extent that the failure to comply
therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. 
 (ii) Parent
has the corporate power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and has taken all necessary corporate action to authorize the execution, delivery and performance of the Loan
Documents to which it is a party. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the

  

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

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 (ii) Holdings has the corporate power and authority, and the legal right, to
make, deliver and perform the Loan Documents to which it is a party and has taken all necessary corporate action to authorize the execution, delivery and performance of the Loan Documents to which it is a party. No consent or authorization of,
filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the execution, delivery, performance, validity or enforceability of the Loan Documents to which Holdings is a
party, except the filings referred to in Section 4.19 of the Credit Agreement. This Agreement has been, and each other Loan Document to which it is a party will be, duly executed and delivered on behalf of Holdings. This Agreement constitutes,
and each other Loan Document to which it is a party when executed and delivered will constitute, a legal, valid and binding obligation of Holdings enforceable against Holdings in accordance with its terms, subject to the effects of bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant
of good faith and fair dealing. 
 (iii) The execution, delivery and performance of the Loan Documents to which
Holdings is a party (A) will not violate any Requirement of Law or Contractual Obligation of Holdings or of any of its Subsidiaries (other than the Securitization Subsidiaries) except (x) as could not, in the aggregate, reasonably be
expected to have a Material Adverse Effect and (y) for such Contractual Obligations pursuant to which the Administrative Agent is required to execute and deliver a non-disturbance agreement and (B) will not result in, or require, the
creation or imposition of any Lien on any of its or their respective properties or revenues pursuant to any such Requirement of Law or Contractual Obligation (other than pursuant to this Agreement), except, with respect to such Requirements of Law,
could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. 
 (iv) No litigation,
investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of Holdings, threatened by or against Holdings or any of its Subsidiaries (other than the Securitization Subsidiaries) or against any
of its or their respective properties or revenues (x) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (y) which could reasonably be expected to have a Material Adverse Effect.

 (d) In the case of SBA Senior Finance: 
 (i) SBA Senior Finance (A) is duly organized, validly existing and in good standing under the laws of the jurisdiction
of its organization, (B) has the

  

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

  

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their respective properties or revenues (x) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (y) which could reasonably be
expected to have a Material Adverse Effect. 
 4.2 Title; No Other Liens. Except for the security interest granted
to the Administrative Agent for the ratable benefit of the Secured Parties pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Credit Agreement, such Grantor, owns each item of the Collateral free and clear of
any and all Liens or claims of others. No financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Administrative Agent,
for the ratable benefit of the Secured Parties, pursuant to this Agreement or as are permitted by the Credit Agreement. 
 4.3
Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) (i) upon completion of the filings and other actions specified on Schedule 3 (which have been delivered to the Administrative
Agent in completed and duly executed form) will constitute valid perfected security interests in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, in those types of Collateral in which a security interest may be
perfected by the filing of financing statements (other than fixtures), and (ii) upon delivery to the Administrative Agent of certificates representing the Pledged Securities, indorsed in blank by an effective indorsement or accompanied by
undated stock powers with respect thereto duly indorsed in blank by an effective indorsement, will constitute valid perfected security interests in favor of the Administrative Agent, for the ratable benefit of the Lenders, in the Pledged Securities,
in each case, as collateral security for such Grantor’s Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any such Collateral from such Grantor and
(b) are prior to all other Liens on such Collateral in existence on the date hereof except for unrecorded Liens permitted by the Credit Agreement which have priority over the Liens on such Collateral by operation of law and, except in the case
of Pledged Stock, Liens permitted by Section 7.3 of the Credit Agreement. 
 4.4 Jurisdiction of Organization; Chief
Executive Office. On the date hereof, such Grantor’s jurisdiction of organization, identification number from the jurisdiction of organization (if any), and the location of such Grantor’s chief executive office or sole place of
business or principal residence, as the case may be, are specified on Schedule 4. Such Grantor has furnished to the Administrative Agent a certified charter, certificate of incorporation or other organization document and long-form good
standing certificate as of a date which is recent to the date hereof. 
 4.5 Inventory and Equipment. On the date
hereof, all material Inventory and the Equipment (other than mobile goods) are kept at the locations listed on Schedule 5. 
 4.6 Farm Products. None of the Collateral constitutes, or is the Proceeds of, Farm Products. 
 4.7
Investment Property. (a) In the case of each Grantor, the shares of Pledged Stock pledged by such Grantor hereunder constitute all the issued and outstanding

  

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shares of all classes of the Capital Stock of each Issuer owned by such Grantor or, in the case of Foreign Subsidiary Voting Stock, if less, 65% of the outstanding Foreign Subsidiary Voting Stock
of each relevant Issuer. 
 (b) All the shares of the Pledged Stock have been duly and validly issued and are fully paid and
nonassessable. 
 (c) Each of the Pledged Notes constitutes the legal, valid and binding obligation of the obligor with respect
thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general
equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. 
 (d) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the
security interest created by this Agreement and the Liens permitted by Section 7.3 of the Credit Agreement. 
 4.8
Receivables. (a) No amount payable to such Grantor under or in connection with any Receivable is evidenced by any Instrument or Chattel Paper which has not been delivered to the Administrative Agent to the extent required by
Section 5.2. 
 (b) The amounts represented by such Grantor to the Lenders from time to time as owing to such Grantor in
respect of the Receivables will at such times be accurate in all material respects. 
 4.9 Intellectual
Property. (a) Schedule 6 lists all Intellectual Property owned by such Grantor in its own name on the date hereof. 
 (b) On the date hereof, all material Intellectual Property of such Guarantor described on Schedule 6 (other than the Excluded Trademark) is valid, subsisting, unexpired and enforceable, has not
been abandoned and does not infringe the intellectual property rights of any other Person. 
 (c) Except as set forth in
Schedule 6, on the date hereof, none of the Intellectual Property is the subject of any licensing or franchise agreement pursuant to which such Grantor is the licensor or franchisor. 
 (d) No holding, decision or judgment has been rendered by any Governmental Authority which would limit, cancel or question the validity of,
or such Grantor’s rights in, any Intellectual Property in any respect that could reasonably be expected to have a Material Adverse Effect. 
 (e) No action or proceeding is pending, or, to the knowledge of such Grantor, threatened, on the date hereof (i) seeking to limit, cancel or question the validity of any Intellectual Property or such
Grantor’s ownership interest therein, or (ii) which, if adversely determined, would have a material adverse effect on the value of any Intellectual Property. 
  


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 SECTION 5. COVENANTS 
 Each Grantor covenants and agrees with the Administrative Agent and the Secured Parties that, from and after the date of this Agreement
until the Obligations shall have been paid in full, no Letter of Credit shall be outstanding and the Revolving Credit Commitments shall have terminated: 
 5.1 Covenants in Credit Agreement. In the case of each Guarantor, such Guarantor shall take, or shall refrain from taking, as the case may be, each action that is necessary to be taken or not
taken, as the case may be, so that no Default or Event of Default is caused by the failure to take such action or to refrain from taking such action by such Guarantor or any of its Subsidiaries. 
 5.2 Delivery of Instruments and Chattel Paper. If any amount payable under or in connection with any of the Collateral shall be
or become evidenced by any Instrument, Certificated Security or Chattel Paper in an amount exceeding $1,000,000, such Instrument, Certificated Security or Chattel Paper shall be immediately delivered to the Administrative Agent, duly indorsed in a
manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Agreement. 
 5.3 Maintenance of
Insurance. (a) Such Grantor will maintain, with financially sound and reputable companies, insurance policies in accordance with Section 6.5 of the Credit Agreement. 
 (b) All such insurance shall (i) provide that no cancellation, material reduction in amount or material change in coverage thereof
shall be effective until at least 30 days (or, in the case of non-payment of premium, ten days), after receipt by the Administrative Agent of written notice thereof, (ii) name the Administrative Agent as insured party or loss payee, and
(iii) if reasonably requested by the Administrative Agent, include a breach of warranty clause and (iv) be reasonably satisfactory in all other respects to the Administrative Agent. 
 (c) The Borrower shall deliver to the Administrative Agent and the Lenders a report of a reputable insurance broker with respect to such
insurance substantially concurrently with the delivery by the Borrower to the Administrative Agent of its audited financial statements for each fiscal year and such supplemental reports with respect thereto as the Administrative Agent may from time
to time reasonably request. 
 5.4 Payment of Obligations. Such Grantor will pay and discharge or otherwise satisfy
at or before maturity or before they become delinquent, as the case may be, all taxes, assessments and governmental charges or levies imposed upon the Collateral or in respect of income or profits therefrom, as well as all claims of any kind
(including, without limitation, claims for labor, materials and supplies) against or with respect to the Collateral, except that no such charge need be paid if the amount or validity thereof is currently being contested in good faith by appropriate
proceedings, reserves in conformity with GAAP with respect thereto have been provided on the books of such Grantor and such proceedings could not reasonably be expected to result in the sale, forfeiture or loss of any material portion of the
Collateral or any interest therein and except with respect to state and local tax returns relating to taxes in an aggregate amount not exceeding $2,000,000 at any one time outstanding (after applying loss probability factors in accordance with
GAAP). 
  

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 5.5 Maintenance of Perfected Security Interest; Further Documentation. (a)Such
Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.3 and shall defend such security interest against the claims and demands of all Persons
whomsoever. 
 (b) Such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and
schedules further identifying and describing the assets and property of such Grantor and such other reports in connection with the Collateral as the Administrative Agent may reasonably request, all in reasonable detail. 
 (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such
Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full
benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any
jurisdiction with respect to the security interests created hereby and (ii) in the case of Investment Property, taking, to the extent required by the Credit Agreement, any actions necessary to enable the Administrative Agent to obtain
“control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto. 
 (d) At any time when
the obligor on any Receivables is a Governmental Authority and such Receivables constitute more than 5% of all Receivables, upon the request of the Administrative Agent, such Grantor shall execute and deliver all such documents and instruments, and
take all such actions, in order to comply with the requirements of the Federal Assignment of Claims Act and any other similar requirement of any other Governmental Authority. 
 5.6 Changes in Locations, Name, etc. Such Grantor will not, except upon ten days’ prior written notice to the
Administrative Agent and delivery to the Administrative Agent of all additional executed financing statements and other documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the security
interests provided for herein: 
 (i) change its jurisdiction of organization or the location of its chief
executive office or sole place of business or principal residence from that referred to in Section 4.4; or 
 (ii) change its name. 
 5.7 Notices. Such Grantor will advise the Administrative Agent and the Lenders
promptly, in reasonable detail, of: 
 (a) any Lien (other than security interests created hereby or Liens
permitted under the Credit Agreement) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder; and 
  

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 (b) the occurrence of any other event which could reasonably be expected to
have a material adverse effect on the aggregate value of the Collateral or on the security interests created hereby. 
 5.8
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any
reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or
in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Administrative Agent and the Secured Parties, hold the same in trust for the Administrative Agent and the
Secured Parties and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly
executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid upon
or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution
of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant
to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional
collateral security for the related Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered
to the Administrative Agent, hold such money or property in trust for the Secured Parties, segregated from other funds of such Grantor as additional collateral security for the Obligations. Notwithstanding the foregoing, the Grantors shall not be
required to pay over to the Administrative Agent or deliver to the Administrative Agent as Collateral any proceeds of any liquidation or dissolution of any Issuer, or any distribution of capital or property in respect of any Investment Property, to
the extent that (i) such liquidation, dissolution or distribution, if treated as a Disposition of or Restricted Payment by the relevant Issuer, would be permitted by the Credit Agreement and (ii) the proceeds thereof are applied toward
prepayment of the Term Loans, if any, and Revolving Credit Loans and reduction of Revolving Credit Commitments to the extent required by the Credit Agreement. 
 (b) Without the prior written consent of the Administrative Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity
securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of any Issuer, unless such securities are delivered to the Administrative
Agent to the extent

  

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required by the Credit Agreement, concurrently with the issuance thereof, to be held by the Administrative Agent as Collateral, (ii) sell, assign, transfer, exchange, or otherwise dispose
of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any
claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or Liens permitted by Section 7.3 of the Credit Agreement or
(iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof. 
 (c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement
relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in
Section 5.8(a) with respect to the Pledged Securities issued by it and (iii) the terms of Sections 6.3(c) and 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to
Section 6.3(c) or 6.7 with respect to the Pledged Securities issued by it. 
 (d) In the case of any issuance of stock or
other equity securities permitted by Section 5.8(b), such Grantor shall deliver to the Administrative Agent within five Business Days of such issuance a revised Schedule 2 which schedule such Grantor shall represent is complete and
correct as of the date of such delivery. Such Grantor hereby further acknowledges that such stock or equity securities shall be deemed to be Pledged Securities hereunder. 
 (e) Each Issuer that is a partnership or a limited liability company (i) confirms that none of the terms of any equity interest issued by it provides that such equity interest is a
“security” within the meaning of Sections 8-102 and 8-103 of the New York UCC (a “Security”), (ii) agrees that it will take no action to cause or permit any such equity interest to become a Security,
(iii) agrees that it will not issue any certificate representing any such equity interest and (iv) agrees that if, notwithstanding the foregoing, any such equity interest shall be or become a Security, such Issuer will (and the Grantor
that holds such equity interest hereby instructs such Issuer to) comply with instructions originated by the Administrative Agent without further consent by such Grantor. 
 5.9 Receivables. (a) Other than in the ordinary course of business consistent with its past practice, such Grantor will not (i) grant any extension of the time of payment of any
Receivable, (ii) compromise or settle any Receivable for less than the full amount thereof, (iii) release, wholly or partially, any Person liable for the payment of any Receivable, (iv) allow any credit or discount whatsoever on any
Receivable or (v) amend, supplement or modify any Receivable in any manner that could adversely affect the value thereof except for such actions described in the foregoing clauses (i) through (v) which, individually or in the
aggregate, affect less than 5% of the aggregate amount of Receivables at the time of the actions described in the foregoing clauses (i) through (v). 
 (b) Such Grantor will deliver to the Administrative Agent a copy of each material demand, notice or document received by it that questions or calls into doubt the validity or enforceability of more than
5% of the aggregate amount of the then outstanding Receivables. 
  

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 5.10 Intellectual Property. (a) Such Grantor (either itself or through
licensees) will (i) continue to use each material Trademark (other than the Excluded Trademark) on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order
to maintain such Trademark (other than the Excluded Trademark) in full force free from any claim of abandonment for non-use, (ii) maintain as in the past the quality of products and services offered under such Trademark (other than the Excluded
Trademark), (iii) use such Trademark (other than the Excluded Trademark) with the appropriate notice of registration and all other notices and legends required by applicable Requirements of Law, (iv) not adopt or use any mark which is
confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the Secured Parties, shall obtain a perfected security interest in such mark pursuant to this Agreement, and (v) not (and
not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby such Trademark (other than the Excluded Trademark) may become invalidated or impaired in any way. 
 (b) Such Grantor (either itself or through licensees) will not do any act, or omit to do any act, whereby any material Patent may become
forfeited, abandoned or dedicated to the public. 
 (c) Such Grantor (either itself or through licensees) (i) will employ
each material Copyright and (ii) will not (and will not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any material portion of the Copyrights may become invalidated or otherwise impaired. Such
Grantor will not (either itself or through licensees) do any act whereby any material portion of the Copyrights may fall into the public domain. 
 (d) Such Grantor (either itself or through licensees) will not do any act that knowingly uses any material Intellectual Property to infringe the intellectual property rights of any other Person.

 (e) Such Grantor will notify the Administrative Agent and the Lenders immediately if it knows, or has reason to know, that
any application or registration relating to any material Intellectual Property may become forfeited, abandoned or dedicated to the public, or of any adverse determination or development (including, without limitation, the institution of, or any such
determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court or tribunal in any country) regarding such Grantor’s ownership of, or the validity of, any
material Intellectual Property or such Grantor’s right to register the same or to own and maintain the same. 
 (f)
Whenever such Grantor, either by itself or through any agent, employee, licensee or designee, shall file an application for the registration of any Intellectual Property with the United States Patent and Trademark Office, the United States Copyright
Office or any similar office or agency in any other country or any political subdivision thereof, such Grantor shall report such filing to the Administrative Agent within five Business Days after the last day of the fiscal quarter in which such
filing occurs. Upon request of the Administrative Agent, such Grantor shall execute and deliver, and have recorded, any and all agreements, instruments, documents, and papers as the Administrative Agent may request to evidence the Administrative
Agent’s and the Secured Parties’ security interest in any Copyright, Patent or Trademark and the goodwill and general intangibles of such Grantor relating thereto or represented thereby. 
  

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 (g) Such Grantor will take all reasonable and necessary steps, including, without
limitation, in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application
relating to any material Intellectual Property (and to obtain the relevant registration) and to maintain each registration of the material Intellectual Property (other than the Excluded Trademark), including, without limitation, filing of
applications for renewal, affidavits of use and affidavits of incontestability. 
 (h) In the event that any material
Intellectual Property is infringed, misappropriated or diluted by a third party, such Grantor shall (i) take such actions as such Grantor shall reasonably deem appropriate under the circumstances to protect such Intellectual Property and
(ii) if such Intellectual Property is of material economic value, promptly notify the Administrative Agent after it learns thereof and sue for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to
recover any and all damages for such infringement, misappropriation or dilution. 
 SECTION 6. REMEDIAL PROVISIONS

 6.1 Certain Matters Relating to Receivables. (a) The Administrative Agent shall have the right, at any time
after the occurrence and during the continuance of an Event of Default, to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and
information as the Administrative Agent may require in connection with such test verifications. At any time and from time to time after the occurrence and during the continuance of an Event of Default, upon the Administrative Agent’s request
and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test
verifications of, and trial balances for, the Receivables. 
 (b) The Administrative Agent hereby authorizes each Grantor to
collect such Grantor’s Receivables, subject to the Administrative Agent’s direction and control after the occurrence and during the continuance of an Event of Default, and the Administrative Agent may curtail or terminate said authority at
any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected
by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained
under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Secured Parties only as provided in Section 6.5, and (ii) until so turned over, shall be held by such
Grantor in trust for the Administrative Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source
of the payments included in the deposit. 
  

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 (c) At the Administrative Agent’s request, each Grantor shall deliver to the
Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts. 
 (d) At any time after the occurrence and during the continuance of an Event of Default, each Guarantor will cooperate with the
Administrative Agent to establish a system of lockbox accounts, under the sole dominion and control of the Administrative Agent, into which all Receivables shall be paid and from which all collected funds will be transferred to a Collateral Account.

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

  

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exercised or other action taken which, in the Administrative Agent’s reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any
provision of the Credit Agreement, this Agreement or any other Loan Document. 
 (b) If an Event of Default shall occur and be
continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other
Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in the order set forth in Section 6.5, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative
Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or Issuers or
otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right
to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise
by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary,
transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no
duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. 
 (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative
Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor
agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative Agent. 

6.4 Proceeds to be Turned Over To Administrative Agent. In addition to the rights of the Administrative Agent and the Secured
Parties specified in Section 6.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing, all Proceeds received by any Grantor consisting of cash, checks and Instruments shall be held by such Grantor in
trust for the Administrative Agent and the Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Administrative Agent in the exact form received by such Grantor, as
applicable (duly indorsed by such Grantor to the Administrative Agent, if required). All Proceeds received by the Administrative Agent hereunder shall be held by the Administrative Agent in a Collateral Account maintained under its sole dominion and
control. All Proceeds while held by the Administrative Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent and the Secured Parties) shall continue to be held as collateral security for all of the related
Obligations and shall not constitute payment thereof until applied as provided in Section 6.5. 
  

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 6.5 Application of Proceeds. At such intervals as may be agreed upon by the
Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent’s election, the Administrative Agent shall distribute all or any part of Proceeds constituting
Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: 
 First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; 
 Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in
respect of the Obligations, pro rata among the Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the Secured Parties; 
 Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the
Secured Parties according to the amounts of the Obligations then held by the Secured Parties; 
 Fourth, to the
Administrative Agent, for application by it to remainder of Borrower Hedge Agreement Obligations and Guarantor Hedge Agreement Obligations then outstanding; and 
 Fifth, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding, and the Revolving Credit Commitments shall have
terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same. 
 6.6 Code and
Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other
instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative Agent,
without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses,
advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or
otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or
any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent or any
Secured Party

  

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shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold,
free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the
Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this
Section 6.6 with respect to any Grantor’s Collateral, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral of such Grantor or in
any way relating to the Collateral or the rights of the Administrative Agent and the Secured Parties hereunder with respect thereto, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part
of the Obligations of such Grantor, in the order specified in Section 6.5 and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation,
Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the
Administrative Agent or any Secured Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if
given at least ten days before such sale or other disposition. 
 6.7 Registration Rights. (a) If the
Administrative Agent shall determine to exercise its right to sell any or all of the Pledged Stock pursuant to Section 6.6, and if in the opinion of the Administrative Agent it is necessary or advisable to have the Pledged Stock, or that
portion thereof to be sold, registered under the provisions of the Securities Act, the relevant Grantor will cause the Issuer thereof to (i) execute and deliver, and cause the directors and officers of such Issuer to execute and deliver, all
such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative Agent, necessary or advisable to register the Pledged Stock, or that portion thereof to be sold, under the provisions of
the Securities Act, (ii) use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of the Pledged Stock, or that
portion thereof to be sold, and (iii) make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and
the rules and regulations of the Securities and Exchange Commission applicable thereto. Each Grantor agrees to cause such Issuer to comply with the provisions of the securities or “Blue Sky” laws of any and all jurisdictions which the
Administrative Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. 

(b) Each Grantor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged Stock, by
reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree,
among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges

  

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and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such
private sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuer thereof to
register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so. 
 (c) Each Grantor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Stock pursuant to this
Section 6.7 valid and binding and in compliance with any and all other applicable Requirements of Law. Each Grantor further agrees that a breach of any of the covenants contained in this Section 6.7 will cause irreparable injury to the
Administrative Agent and the Secured Parties, that the Administrative Agent and the Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.7 shall
be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the
Credit Agreement. 
 6.8 Subordination. Each Grantor hereby agrees that, upon the occurrence and during the continuance
of an Event of Default, unless otherwise agreed by the Administrative Agent, all Indebtedness owing by it to any Subsidiary of the Borrower shall be fully subordinated to the indefeasible payment in full in cash of such Grantor’s obligations.

 6.9 Waiver; Deficiency. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other
disposition of the Collateral are insufficient to pay its Obligations and the fees and disbursements of any attorneys employed by the Administrative Agent or any Secured Party to collect such deficiency. 
 SECTION 7. THE ADMINISTRATIVE AGENT 
 7.1 Administrative Agent’s Appointment as Attorney-in-Fact, etc. (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent
thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor, as applicable, and in the name of such Grantor, as the case may be, or in its own
name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, and,
without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent the power and right, on behalf of such Grantor, as the case may be, without notice to or assent by such Grantor, to do any or all of the following:

 (i) in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any
checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Receivable or with respect to any other Collateral and file any claim or take any other action or

  

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

 30 








 (vi) license or sublicense whether on an exclusive or non-exclusive basis,
any Intellectual Property for such term and on such conditions and in such manner as the Administrative Agent shall in its sole judgment determine and, in connection therewith, such Grantor hereby grants to the Administrative Agent for the benefit
of the Secured Parties a royalty-free, world-wide irrevocable license of its Intellectual Property. 
 Anything in this
Section 7.1(a) to the contrary notwithstanding, the Administrative Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 7.1(a) unless an Event of Default shall have occurred and be
continuing. 
 (b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Administrative
Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement. 
 (c) The expenses of the Administrative Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at a rate per annum equal to the rate per
annum at which interest would then be payable on past due Term Loans or Revolving Credit Loans that are Base Rate Loans under the Credit Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Grantor,
shall be payable by such Grantor to the Administrative Agent on demand. 
 (d) Each Grantor hereby ratifies all that said
attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests
created hereby are released. 
 7.2 Duty of Administrative Agent. The Administrative Agent’s sole duty with
respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar
property for its own account. Neither the Administrative Agent, any Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any
delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The
powers conferred on the Administrative Agent and the Secured Parties hereunder are solely to protect the Administrative Agent’s and the Secured Parties’ interests in the Collateral and shall not impose any duty upon the Administrative
Agent or any Secured Party to exercise any such powers. The Administrative Agent and the Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and, except as provided in the
first sentence of this Section, neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

  

 31 








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

 7.4 Authority of Administrative Agent. Each Grantor acknowledges that the rights and responsibilities of the
Administrative Agent under this Agreement with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent of any option, voting right, request, judgment or other right or remedy provided for
herein or resulting or arising out of this Agreement shall, as between the Administrative Agent and the Secured Parties, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them,
but, as between the Administrative Agent and the Grantors, the Administrative Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be
under any obligation, or entitlement, to make any inquiry respecting such authority. Notwithstanding any other provision herein or in any Loan Document, the only duty or responsibility of the Administrative Agent to any Qualified Counterparty under
this Agreement is the duty to remit to such Qualified Counterparty any amounts to which it is entitled pursuant to Section 6.5. 
 SECTION 8. MISCELLANEOUS 
 8.1 Amendments in Writing. None of the terms or provisions of this
Agreement may be waived, amended, supplemented or otherwise modified except in accordance with Section 10.1 of the Credit Agreement. 
 8.2 Notices. All notices, requests and demands to or upon the Administrative Agent or any Grantor hereunder shall be effected in the manner provided for in Section 10.2 of the Credit
Agreement; provided that any such notice, request or demand to or upon any Guarantor shall be addressed to such Person at its notice address set forth on Schedule 1. 
 8.3 No Waiver by Course of Conduct; Cumulative Remedies. Neither the Administrative Agent nor any Secured Party shall by any act
(except by a written instrument pursuant to Section 8.1), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. No failure to exercise, nor any
delay in exercising, on the part of the Administrative Agent or any Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any
other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Administrative Agent or any Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or
remedy which the Administrative Agent or such Secured Party would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or
remedies provided by law. 
  

 32 








 8.4 Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to
pay, or reimburse each Secured Party and the Administrative Agent for, all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under
this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the
Administrative Agent. 
 (b) Each Guarantor agrees to pay, and to save the Administrative Agent and the Secured Parties harmless
from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of
the transactions contemplated by this Agreement. 
 (c) Each Guarantor agrees to pay, and to save the Administrative Agent and
the Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement,
performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section 10.5 of the Credit Agreement. 
 (d) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents. 
 8.5 Successors and Assigns. This Agreement shall be binding upon the successors and assigns of each Grantor and shall inure to
the benefit of the Administrative Agent and the Secured Parties and their successors and assigns; provided that no Grantor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written
consent of the Administrative Agent. 
 8.6 Set-Off. Each Grantor hereby irrevocably authorizes the Administrative
Agent and each Secured Party at any time and from time to time while an Event of Default shall have occurred and be continuing, without notice to such Grantor or any other Grantor, any such notice being expressly waived by each Grantor, to set-off
and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or
contingent, matured or unmatured, at any time held or owing by the Administrative Agent or such Secured Party to or for the credit or the account of such Grantor, or any part thereof in such amounts as the Administrative Agent or such Secured Party
may elect, against and on account of the obligations and liabilities of such Grantor to the Administrative Agent or such Secured Party hereunder and claims of every nature and description of the Administrative Agent or such Secured Party against
such Grantor, in any currency, whether arising hereunder, under the Credit Agreement, any other Loan Document or otherwise, as the Administrative Agent or such Secured Party may elect, whether or not the Administrative Agent or any Secured Party has


  

 33 








 
made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Administrative Agent and each Secured Party shall notify such Grantor
promptly of any such set-off and the application made by the Administrative Agent or such Secured Party of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The
rights of the Administrative Agent and each Secured Party under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Administrative Agent or such Secured Party may have.

 8.7 Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of
separate counterparts (including by telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. 
 8.8 Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 
 8.9 Section Headings. The Section headings used in this Agreement are for convenience of reference only and are not to affect
the construction hereof or be taken into consideration in the interpretation hereof. 
 8.10 Integration. This
Agreement and the other Loan Documents represent the agreement of the Grantors, the Administrative Agent and the Secured Parties with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or
warranties by the Administrative Agent or any Secured Party relative to subject matter hereof and thereof not expressly set forth or referred to herein or in the other Loan Documents. 
 8.11 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK. 
 8.12 Submission To Jurisdiction; Waivers. Each Grantor hereby irrevocably and
unconditionally: 
 (a) submits for itself and its property in any legal action or proceeding relating to this
Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the Courts of the State of New York, the courts of the United States
of America for the Southern District of New York, and appellate courts from any thereof; 
 (b) consents
that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an
inconvenient court and agrees not to plead or claim the same; 
  

 34 








 (c) agrees that service of process in any such action or proceeding may be
effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Grantor at its address referred to in Section 8.2 or at such other address of which the Administrative
Agent shall have been notified pursuant thereto; 
 (d) agrees that nothing herein shall affect the right to
effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and 
 (e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or
consequential damages. 
 8.13 Acknowledgments. Each Grantor hereby acknowledges that: 
 (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents
to which it is a party; 
 (b) neither the Administrative Agent nor any Secured Party has any fiduciary
relationship with or duty to any Grantor arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship among the Grantors, on the one hand, and the Administrative Agent and Secured Parties, on the other
hand, in connection herewith or therewith is solely that of debtor and creditor; and 
 (c) no joint venture is
created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Secured Parties or among the Grantors and the Secured Parties. 
 8.14 Additional Grantors. Each Subsidiary of the Parent that is required to become a party to this Agreement pursuant to
Section 6.9 of the Credit Agreement shall become a Grantor for all purposes of this Agreement upon execution and delivery by such Subsidiary of an Assumption Agreement in the form of Annex I hereto. 
 8.15 Releases. (a) At such time as the Loans, Reimbursement Obligations and the other Obligations (other than Borrower
Hedge Agreement Obligations and Guarantor Hedge Agreement Obligations) shall have been paid in full, the Revolving Credit Commitments have been terminated and no Letters of Credit shall be outstanding, the Collateral shall be released from the Liens
created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of
any act by any party, and all rights to the Collateral shall revert to the Grantors. At the request and sole expense of any Grantor following any such termination, the Administrative Agent shall deliver to such Grantor any Collateral held by the
Administrative Agent hereunder, and promptly execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. 
  

 35 








 (b) If any of the Collateral shall be sold, transferred or otherwise disposed of by any
Grantor in a transaction permitted by the Credit Agreement, then the Administrative Agent, at the request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably necessary or desirable
for the release of the Liens created hereby on such Collateral. At the request and sole expense of the Borrower, a Guarantor shall be released from its obligations hereunder in the event that all the Capital Stock of such Guarantor shall be sold,
transferred or otherwise disposed of in a transaction permitted by the Credit Agreement; provided that the Borrower shall have delivered to the Administrative Agent, to the extent requested thereby, the terms of the sale or other disposition
or conversion in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Borrower stating that such transaction is in compliance with the Credit Agreement and the other Loan
Documents. 
 (c) No consent of any Qualified Counterparty shall be required for any release of Collateral or Guarantors
pursuant to this Section. 
 8.16 WAIVER OF JURY TRIAL. EACH GRANTOR AND, BY ACCEPTANCE OF THE BENEFITS HEREOF, EACH
AGENT AND EACH SECURED PARTY, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN. 
  

 36 








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

			
	AAT COMMUNICATIONS LLC
	BIG BEND ACQUISITION 2009, LLC
	BIG HORN ACQUISITION 2009, LLC
	MCF ACQUISITION 2008 LLC
	REDBUD ACQUISITION 2009, LLC
	SBA COMMUNICATIONS CORPORATION
	SBA INFRASTRUCTURE HOLDINGS I, INC.
	SBA INFRASTRUCTURE, LLC
	SBA NETWORK SERVICES, INC.
	SBA PUERTO RICO II LLC
	SBA PUERTO RICO, INC.
	SBA SENIOR FINANCE II LLC
	SBA SENIOR FINANCE, INC.
	SBA STEEL LLC
	SBA TELECOMMUNICATIONS, INC.
	SBA TOWERS II LLC
	SBA TOWERS USVI, INC.
	SBA TOWERS, INC.
	SHARED TOWERS PA, LLC
	TBCOM PROPERTIES ACQUISITION 2009, LLC
	TCG ACQUISITION, LLC
	TCO LAND LLC
		
	By:	 	 /s/ Thomas P. Hunt

		 	Name: Thomas P. Hunt
		 	Title: Senior Vice President and General Counsel










			
	 TORONTO DOMINION (TEXAS) LLC,
 as Administrative Agent

		
	By:	 	 /s/ Ian Murray

		 	Name: Ian Murray
		 	Title: Authorized Signatory









 Schedule 1 
 NOTICE ADDRESSES OF GUARANTORS 
 The notice
address of each Guarantor is as follows: 
 c/o SBA 
 5900 Broken Sound Parkway, NW 
 Boca Raton, Fl 33487 
 Attention: General Counsel 







 Schedule 2 
 DESCRIPTION OF PLEDGED SECURITIES 
 Pledged Stock: 

 

									
	 Issuer
	  	Class of Stock	  	Stock
Certificate
No.	 	 Number of Shares
	  	 Pledged by Grantor

	 AAT Communications LLC
	  		  	uncertified
membership
interest
(100%)	 		  	SBA Towers, Inc.
					
	 Big Bend Acquisition 2009, LLC
	  		  	uncertificated
membership
interest
(100%)	 		  	SBA Towers II LLC
					
	 Big Horn Acquisition 2009, LLC
	  		  	uncertificated
membership
interest
(100%)	 		  	SBA Towers II LLC
					
	 MCF Acquisition 2008 LLC
	  		  	uncertified
membership interest
(100%)

	 		  	SBA Towers II LLC
					
	 Redbud Acquisition 2009, LLC
	  		  	uncertified
membership
interest
(100%)	 		  	SBA Towers II LLC
					
	 SBA Infrastructure, LLC
	  		  	uncertified
membership
interest
(100%)	 		  	SBA Infrastructure Holdings I, Inc.
					
	 SBA Infrastructure Holdings I, Inc.
	  	Common Stock	  	38	 	1,000(100%)	  	SBA Senior Finance II LLC









									
	 Issuer
	  	Class of Stock	  	Stock
Certificate
No.	 	 Number of Shares
	  	 Pledged by Grantor

	 SBA Network Services, Inc.
	  	Common Stock	  	5	 	1,000(100%)	  	SBA Senior Finance II LLC
					
	 SBA Puerto Rico, Inc.
	  	Common Stock	  	10	 	1,000(100%)	  	SBA Senior Finance II LLC
					
	 SBA Puerto Rico II LLC
	  		  	uncertified
membership
interest
(100%)	 		  	SBA Senior Finance II LLC
					
	 SBA Senior Finance II LLC
	  		  	uncertified
membership
interest
(100%)	 		  	SBA Senior Finance, Inc.
					
	 SBA Senior Finance, Inc.
	  	Common Stock	  	1	 	1,000(100%)	  	SBA Telecommunications, Inc.
					
	 SBA Steel LLC
	  		  	uncertified
membership
interest
(100%)	 		  	AAT Communications LLC
					
	 SBA Telecommunications, Inc.
	  	Common Stock	  	1	 	1,000(100%)	  	SBA Communications Corporation
					
	 SBA Towers, Inc.
	  	Common Stock	  	10	 	1,000 (100%)	  	SBA Senior Finance II LLC
					
	 SBA Towers II LLC
	  		  	uncertified
membership
interest
(100%)	 		  	SBA Towers, Inc.
					
	 SBA Towers USVI, Inc.
	  	Common Stock	  	10	 	1,000 (100%)	  	SBA Senior Finance II LLC
					
	 Shared Towers PA, LLC
	  		  	uncertified
membership
interest
(100%)	 		  	SBA Infrastructure Holdings I, Inc.









									
	 Issuer
	  	Class of Stock	  	Stock
Certificate
No.	 	 Number of Shares
	  	 Pledged by Grantor

	 TCG Acquisition LLC
	  		  	uncertified
membership
interest
(100%)	 		  	SBA Towers, Inc.
					
	 TCO Land LLC
	  		  	uncertified
membership
interest
(100%)	 		  	SBA Towers II LLC
					
	 TBCom Properties Acquisition 2009, LLC
	  		  	uncertified
membership
interest
(100%)	 		  	SBA Towers II LLC








 Pledged Notes/Payables: 
 None. 







 Schedule 3 
 FILINGS AND OTHER ACTIONS 
 REQUIRED TO PERFECT SECURITY
INTEREST 
 Actions With Regard to Security Interests in Collateral (Other than Fixtures) that can be Perfected by Filing Financing
Statements: 
 File UCC Financing Statements in the Florida Secured Transaction Registry with respect to the following: 
 AAT Communications LLC 
 Big Bend Acquisition 2009,
LLC 
 Big Horn Acquisition 2009, LLC 
 MCF Acquisition 2008 LLC 
 Redbud Acquisition 2009, LLC 
 SBA Communications Corporation 
 SBA Network Services, Inc. 
 SBA Puerto Rico, Inc. 
 SBA Puerto Rico II LLC

 SBA Senior Finance, Inc. 
 SBA Senior
Finance II LLC 
 SBA Steel LLC 
 SBA
Telecommunications, Inc. 
 SBA Towers, Inc. 
 SBA Towers II LLC 
 TCG Acquisition, LLC 
 TBCom Properties Acquisition 2009, LLC 
 File UCC Financing Statements with the Delaware
Department of State with respect to: 
 SBA Infrastructure, LLC 
 SBA Infrastructure Holdings I, Inc. 
 TCO Land LLC 
 File UCC Financing Statements with the Pennsylvania Department of State with respect to: 
 Shared Towers PA, LLC 
 File UCC Financing Statements with the United States Virgin Islands Office
of the Lieutenant Governor, Division of Corporation and Trademarks, UCC Section with respect to: 
 SBA Towers USVI, Inc. 
 Actions With Regard to Patents and Trademarks: 
 File United States Intellectual Property listed on Schedule 6 in the Patent and Trademark Filing Office. 







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

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







 Schedule 4 
 LOCATION OF JURISDICTION OF ORGANIZATION 
 AND CHIEF EXECUTIVE
OFFICE 
  

							
	 Entity
	  	 Jurisdiction of
Organization
	  	 Identification Number
	  	 Chief Executive Office

	AAT Communications LLC	  	Florida	  	L06000105092	  	 5900 Broken Sound Parkway NW
 Boca Raton, FL 33487

				
	Big Bend Acquisition 2009, LLC	  	Florida	  	L09000118947	  	 5900 Broken Sound Parkway NW
 Boca Raton, FL 33487

				
	Big Horn Acquisition 2009, LLC	  	Florida	  	L09000113825	  	 5900 Broken Sound Parkway NW
 Boca Raton, FL 33487

				
	MCF Acquisition 2008 LLC	  	Florida	  	L08000103158	  	 5900 Broken Sound Parkway NW
 Boca Raton, FL 33487

				
	Redbud Acquisition 2009, LLC	  	Florida	  	L09000074110	  	 5900 Broken Sound Parkway NW
 Boca Raton, FL 33487

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

				
	SBA Infrastructure, LLC	  	Delaware	  	4242006	  	 5900 Broken Sound Parkway NW
 Boca Raton, FL 33487

				
	SBA Infrastructure Holdings I, Inc.	  	Delaware	  	4165088	  	 5900 Broken Sound Parkway NW
 Boca Raton, FL 33487

				
	SBA Network Services, Inc.	  	Florida	  	P99000029885	  	 5900 Broken Sound Parkway NW
 Boca Raton, FL 33487

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

				
	SBA Puerto Rico II LLC	  	Florida	  	L08000089866	  	 5900 Broken Sound Parkway NW
 Boca Raton, FL 33487

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

				
	SBA Senior Finance, Inc.	  	Florida	  	P03000115277	  	 5900 Broken Sound Parkway NW
 Boca Raton, FL 33487










							
	 Entity
	  	 Jurisdiction of
Organization
	  	 Identification Number
	  	 Chief Executive Office

	SBA Steel LLC	  	Florida	  	L06000103436	  	 5900 Broken Sound Parkway NW
 Boca Raton, FL 33487

				
	SBA Telecommunications, Inc.	  	Florida	  	P98000001960	  	 5900 Broken Sound Parkway NW
 Boca Raton, FL 33487

				
	SBA Towers, Inc.	  	Florida	  	P97000045653	  	 5900 Broken Sound Parkway NW
 Boca Raton, FL 33487

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

				
	SBA Towers USVI, Inc.	  	US Virgin Islands	  	C-259-2001	  	 5900 Broken Sound Parkway NW
 Boca Raton, FL 33487

				
	Shared Towers PA, LLC	  	Pennsylvania	  	3278834	  	 5900 Broken Sound Parkway NW
 Boca Raton, FL 33487

				
	TCG Acquisition, LLC	  	Florida	  	L05000039864	  	 5900 Broken Sound Parkway NW
 Boca Raton, FL 33487

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

				
	TBCom Properties Acquisition 2009, LLC	  	Florida	  	L09000121717	  	 5900 Broken Sound Parkway NW
 Boca Raton, FL 33487









 Schedule 5 
 LOCATION OF INVENTORY AND EQUIPMENT 
  

					
	 Grantor
	 	 	  	 Locations

	 All Grantors except SBA Communications
 Corporation and SBA Network Services, Inc.
	 		  	 5900 Broken Sound Pkwy
 Boca
Raton, FL 33487

			
	SBA Communications Corporation	 		  	 12250 Weber Hill Road
 Suite
120
 St. Louis, MO 63127

			
		 		  	 6325 Harrison Drive
 Suite 3
& 4
 Las Vegas, NV 89120

			
	SBA Network Services, Inc.	 		  	 130 Commerce Court
 Pelham,
AL 35124

			
		 		  	 80 Eastern Blvd.
 Glastonbury, CT 06033

			
		 		  	 5900 Broken Sound Parkway NW
 Boca Raton, FL 33487

			
		 		  	 2530 NE 36th Avenue
 Ocala, FL 33487

			
		 		  	 1495 Hembree Road, Suite 900
 Roswell, GA 30076

			
		 		  	 1520 Yokel Road
 Evansville,
IN 47711

			
		 		  	 3001 Mills Street
 Lafayette, LA 70507

			
		 		  	 3340 Severn Ave., Suite 340
 Metairie, LA 70002

			
		 		  	 181 Davis Johnson, Suite J
 Richland, MS 39218

			
		 		  	 4402-C Stuart Andrew Blvd.
 Charlotte, NC 28217

			
		 		  	 7105 Kennebec Rd.
 Willow
Springs, NC 27592










					
	 Grantor
	  	 	  	 Locations

		  		  	 1417 A Warpath
 Kingsport,
TN 37664

			
		  		  	 910 Elm Hill Pike
 Nashville, TN 37210
  
 915 N. Old US 23
 Brighton, MI 48114
  
 3972 Vero Road
 Baltimore, MD 21227
  
 1480 US Route 9 North
 Suite 303
 Woodbridge, NJ 07095

			
		  		  	 900 Cummings Center
 Suite
404-S
 Beverly, MA 01915
  
 7402 Westshire Drive, Suite 120
 Lansing, MI 48917


			
		  		  	 18 Industrial Ave.
 Manwah,
NJ 07458

			
		  		  	 935 Thayer Road
 Fairport,
NY

			
		  		  	 117 Precourt St.
 Biddeford,
ME

			
		  		  	 122 Kerr Rd.
 Plum Borough

 New Kensington, PA










					
	 Grantor
	  	 	  	 Locations

		  		  	 138 St. Augustine Rd. and 3694 Colonel
 Drake Hwy.
 Patton, PA 16668
  
 2630 Winfield Avenue
 Scranton, PA 18505
  
 8049 W.
185th St.
 Tinley Park, IL 60487
  
 One Research Dr., Unit 201C
 Westborough, MA 01581
  
 11969 Plano Road, Suite 150
 Dallas, TX 75243









 Schedule 6 
 COPYRIGHTS AND COPYRIGHT LICENSES 
 NONE 
 PATENTS AND PATENT LICENSES 
 NONE 
 TRADEMARKS AND TRADEMARK LICENSES 
 SBA; Broadcast Sound Device 
 Reg. No. 2,233,588 
 AAT Communications A Subsidiary of SBA Communications Corporation 
 Reg. No. 3,297,910 
 AAT Communications 
 Reg. No. 3,140,861 
 Connecting Customers...One Site At A Time 
 Reg.
No. 3,099,674 
 SERVICEMARKS AND SERVICEMARK LICENSES 
 NONE 







 ANNEX I TO 
 GUARANTEE AND COLLATERAL AGREEMENT 
 ASSUMPTION AGREEMENT, dated as of
            , 200  , made by
                            , a
                     corporation (the “Additional Grantor”), in favor of TORONTO DOMINION (TEXAS) LLC, as administrative
agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions (the “Lenders”) parties to the Credit Agreement referred to below. All capitalized terms not defined herein shall
have the meaning ascribed to them in such Credit Agreement. 
 W I T N E S S
E T H : 
 WHEREAS, SBA Senior Finance II LLC (the “Borrower”), the Lenders and the
Administrative Agent have entered into a Credit Agreement, dated as February 11, 2010 (as restated, amended, supplemented or otherwise modified from time to time, the “Credit Agreement”); 
 WHEREAS, in connection with the Credit Agreement, the Parent, Holdings, the Borrower and certain of its Affiliates (other than the
Additional Grantor) have entered into the Guarantee and Collateral Agreement, dated as of February 11, 2010 (as restated, amended, supplemented or otherwise modified from time to time, the “Guarantee and Collateral Agreement”)
in favor of the Administrative Agent for the benefit of the Secured Parties; 
 WHEREAS, the Credit Agreement requires the
Additional Grantor to become a party to the Guarantee and Collateral Agreement; and 
 WHEREAS, the Additional Grantor has
agreed to execute and deliver this Assumption Agreement in order to become a party to the Guarantee and Collateral Agreement; 
 NOW, THEREFORE, IT IS AGREED: 
 1. Guarantee and Collateral Agreement. By executing and
delivering this Assumption Agreement, the Additional Grantor, as provided in Section 8.14 of the Guarantee and Collateral Agreement, hereby becomes a party to the Guarantee and Collateral Agreement as a Grantor thereunder with the same force
and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor thereunder. The information set forth in Annex 1-A hereto is hereby
added to the information set forth in Schedules                     *** to the Guarantee and Collateral Agreement. The Additional Grantor hereby represents and warrants that each of the
representations and warranties contained in Section 4 of the Guarantee and Collateral Agreement is true and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date. 
 2. GOVERNING LAW. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK. 
  
  

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








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

			
	[ADDITIONAL GRANTOR]
		
	By:	 	  

	Name:	 	
	Title: