Security Agreement



 EXHIBIT 4.13 
 Execution Version 
  
  

 
  

SECURITY AGREEMENT 
 By 
 HEALTH MANAGEMENT ASSOCIATES, INC., 

as the Borrower 

and 
 THE
GUARANTORS PARTY HERETO 
 and 
 WELLS FARGO BANK, NATIONAL ASSOCIATION, 
 as Collateral Agent 

 
  

Dated as of November 18, 2011 
  

 
  







 TABLE OF CONTENTS 

 
  

 

							
	 	  	 	  	PAGE	 
	ARTICLE 1	  
	DEFINITIONS AND INTERPRETATION	  
			
	 Section 1.1.
	  	 Definitions
	  	 	2	  
	 Section 1.2.
	  	 Interpretation
	  	 	10	  
	 Section 1.3.
	  	 Resolution of Drafting Ambiguities
	  	 	10	  
	 Section 1.4.
	  	 Perfection Certificate
	  	 	11	  
	
	ARTICLE 2	  
	GRANT OF SECURITY AND SECURED OBLIGATIONS	  
			
	 Section 2.1.
	  	 Grant Of Security Interest
	  	 	11	  
	 Section 2.2.
	  	 Filings
	  	 	12	  
	
	ARTICLE 3	  
	PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES; USE OF
PLEDGED COLLATERAL	  
			
	 Section 3.1.
	  	 Delivery Of Certificated Securities Collateral
	  	 	13	  
	 Section 3.2.
	  	 Perfection Of Uncertificated Securities Collateral
	  	 	13	  
	 Section 3.3.
	  	 Financing Statements And Other Filings; Maintenance Of Perfected Security Interest
	  	 	14	  
	 Section 3.4.
	  	 Other Actions
	  	 	14	  
	 Section 3.5.
	  	 Other Actions
	  	 	15	  
	 Section 3.6.
	  	 Supplements; Further Assurances
	  	 	16	  
	
	ARTICLE 4	  
	REPRESENTATIONS, WARRANTIES AND COVENANTS	  
			
	 Section 4.1.
	  	 Title
	  	 	17	  
	 Section 4.2.
	  	 Validity Of Security Interest
	  	 	17	  
	 Section 4.3.
	  	 Defense Of Claims; Transferability Of Pledged Collateral
	  	 	17	  
	 Section 4.4.
	  	 Other Financing Statements
	  	 	18	  
	 Section 4.5.
	  	 Location Of Inventory And Equipment
	  	 	18	  
	 Section 4.6.
	  	 Due Authorization And Issuance
	  	 	18	  
	 Section 4.7.
	  	 Consents, Etc.
	  	 	18	  
	 Section 4.8.
	  	 Pledged Collateral
	  	 	18	  
	 Section 4.9.
	  	 Insurance
	  	 	19	  









							
	 Section 4.10.
	  	 Chief Executive; Change Of Name; Jurisdiction Of Organization
	  	 	19	  
	
	ARTICLE 5	  
	CERTAIN PROVISIONS CONCERNING SECURITIES COLLATERAL	  
			
	 Section 5.1.
	  	 Pledge Of Additional Securities Collateral
	  	 	19	  
	 Section 5.2.
	  	 Voting Rights; Distributions; Etc.
	  	 	19	  
	 Section 5.3.
	  	 Defaults, Etc.
	  	 	21	  
	 Section 5.4.
	  	 Certain Agreements Of Pledgors As Issuers And Holders Of Equity Interests
	  	 	21	  
	
	ARTICLE 6	  
	CERTAIN PROVISIONS CONCERNING INTELLECTUAL ROPERTY
COLLATERAL	  
			
	 Section 6.1.
	  	 Grant Of Intellectual Property License
	  	 	22	  
	 Section 6.2.
	  	 Protection Of Collateral Agent’s Security
	  	 	22	  
	 Section 6.3.
	  	 After-acquired Property
	  	 	23	  
	 Section 6.4.
	  	 Litigation
	  	 	23	  
	
	ARTICLE 7	  
	CERTAIN PROVISIONS CONCERNING RECEIVABLES	  
			
	 Section 7.1.
	  	 Maintenance Of Records
	  	 	24	  
	 Section 7.2.
	  	 Legend
	  	 	24	  
	 Section 7.3.
	  	 Modification Of Terms, Etc
	  	 	24	  
	 Section 7.4.
	  	 Collection
	  	 	25	  
	
	ARTICLE 8	  
	TRANSFERS	  
			
	 Section 8.1.
	  	 Transfers Of Pledged Collateral
	  	 	25	  
	
	ARTICLE 9	  
	REMEDIES	  
			
	 Section 9.1.
	  	 Remedies
	  	 	25	  
	 Section 9.2.
	  	 Notice Of Sale
	  	 	27	  
	 Section 9.3.
	  	 Waiver Of Notice And Claims
	  	 	28	  
	 Section 9.4.
	  	 Certain Sales Of Pledged Collateral
	  	 	28	  
	 Section 9.5.
	  	 No Waiver; Cumulative Remedies
	  	 	30	  
	 Section 9.6.
	  	 Certain Additional Actions Regarding Intellectual Property
	  	 	30	  
	
	ARTICLE 10	  
	APPLICATION OF PROCEEDS	  
			
	 Section 10.1.
	  	 Application Of Proceeds
	  	 	31	  









							
	ARTICLE 11	 
	MISCELLANEOUS	  
			
	 Section 11.1.
	  	 Concerning Collateral Agent
	  	 	32	  
	 Section 11.2.
	  	 Collateral Agent May Perform; Collateral Agent Appointed Attorney-in-fact
	  	 	34	  
	 Section 11.3.
	  	 Continuing Security Interest; Assignment
	  	 	35	  
	 Section 11.4.
	  	 Termination; Release
	  	 	35	  
	 Section 11.5.
	  	 Modification In Writing
	  	 	36	  
	 Section 11.6.
	  	 Notices
	  	 	37	  
	 Section 11.7.
	  	 Governing Law, Consent To Jurisdiction And Service Of Process; Waiver Of Jury Trial
	  	 	37	  
	 Section 11.8.
	  	 Severability Of Provisions
	  	 	37	  
	 Section 11.9.
	  	 Execution In Counterparts
	  	 	37	  
	 Section 11.10.
	  	 Business Days
	  	 	37	  
	 Section 11.11.
	  	 No Credit For Payment Of Taxes Or Imposition
	  	 	38	  
	 Section 11.12.
	  	 No Claims Against Collateral Agent
	  	 	38	  
	 Section 11.13.
	  	 No Release
	  	 	38	  
	 Section 11.14.
	  	 Obligations Absolute
	  	 	39	  
	 Section 11.15.
	  	 Limitation On Collateral Agent’s Responsibilities
	  	 	39	  

  

			
	 EXHIBIT 1
	  	Form of Issuer’s Acknowledgment
	 EXHIBIT 2
	  	Form of Securities Pledge Amendment
	 EXHIBIT 3
	  	Form of Joinder Agreement
	 EXHIBIT 4
	  	Form of Copyright Security Agreement
	 EXHIBIT 5
	  	Form of Patent Security Agreement
	 EXHIBIT 6
	  	Form of Trademark Security Agreement








 SECURITY AGREEMENT 
 This SECURITY AGREEMENT dated as of November 18, 2011 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this
“Agreement”) made by Health Management Associates, Inc., a Delaware corporation (the “Borrower”), and the Guarantors from to time to time party hereto (the “Guarantors”), as pledgors, assignors and
debtors (the Borrower, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of Wells Fargo Bank, National
Association, in its capacity as collateral agent pursuant to the Credit Agreement (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Collateral
Agent”). 
 R E C I T A L S: 

A.         The Borrower, the Guarantors, the Collateral Agent and the lending institutions listed
therein have, in connection with the execution and delivery of this Agreement, entered into that certain credit agreement, dated as of November 18, 2011 (as amended, amended and restated, supplemented or otherwise modified from time to time,
the “Credit Agreement”; which term shall also include and refer to any increase in the amount of indebtedness under the Credit Agreement). 
 B.         Each Guarantor has, pursuant to the Guaranty, unconditionally guaranteed the Secured Obligations (as hereinafter defined). 

C.         The Borrower and each Guarantor will receive substantial benefits from the execution,
delivery and performance of the obligations under the Credit Agreement and the other Loan Documents and each is, therefore, willing to enter into this Agreement. 
 D.         This Agreement is given by each Pledgor in favor of the Collateral Agent for the benefit of the Secured Parties (as hereinafter defined) to secure the
payment and performance of all of the Secured Obligations. 
 F.         It is a
condition to (i) the obligations of the Lenders to make the Loans under the Credit Agreement, (ii) the obligations of the Issuing Bank to issue Letters of Credit and (iii) the performance of the obligations of the Secured Parties
under Secured Hedge Agreements and Secured Cash Management Agreements that constitute Secured Obligations that each Pledgor execute and deliver the applicable Loan Documents, including this Agreement. 

G.         In connection with the granting of a security interest in the Pledged Collateral to
secure the Credit Agreement Obligations, the Pledgors are required 







 
by Section 3.09 of the Existing Senior Notes Indenture to grant an equal and ratable security interest in the Pledged Collateral to secure the Existing Senior Notes Obligations. 

H.         As required by Section 3.12 of the Existing Senior Notes Indenture, the Existing
Senior Notes have been guaranteed pursuant to the Second Supplemental Indenture (as hereinafter defined). 
 NOW THEREFORE, in
consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Pledgor and the Collateral Agent hereby agree as follows: 

ARTICLE 1 
 DEFINITIONS AND INTERPRETATION 

Section 1.1.     Definitions. 
 (a)     Unless otherwise defined herein or in the Credit Agreement, capitalized terms used herein that are defined in the UCC shall have the meanings assigned to them in the UCC;
provided that in any event, the following terms shall have the meanings assigned to them in the UCC: 
 “Accounts”;
“Chattel Paper”; “Commercial Tort Claim”; “Commodity Account”; “Commodity Contract”; “Documents”; “Electronic Chattel Paper”; “Equipment”; “Financial Asset”;
“Fixtures”; “Goods”, “Inventory”; “Letter-of-Credit Rights”; “Letters of Credit”; “Money”; “Payment Intangibles”; “Proceeds”; “ Records”; “Securities
Account”; “Security Entitlement”; “Supporting Obligations”; and “Tangible Chattel Paper.” 

(b)     Terms used but not otherwise defined herein that are defined in the Credit Agreement shall have the meanings
given to them in the Credit Agreement. Section 1.02 of the Credit Agreement shall apply herein mutatis mutandis. 

(c)     The following terms shall have the following meanings: 

“Account Debtor” shall mean each person who is obligated on a Receivable or Supporting Obligation related thereto.

 “Agreement” shall have the meaning assigned to such term in the Preamble hereof. 

“Borrower” shall have the meaning assigned to such term in the Preamble hereof. 

“Collateral Agent” shall have the meaning assigned to such term in the Preamble hereof. 

  
 2 








 “Collateral Documents” means this Agreement and each other agreement
entered into in favor of the Collateral Agent for purposes of securing any of the Secured Obligations. 
 “Collateral
Support” shall mean all property (real or personal) assigned, hypothecated or otherwise securing any Pledged Collateral and shall include any security agreement or other agreement granting a lien or security interest in such real or
personal property. 
 “Contracts” shall mean, collectively, with respect to each Pledgor, all sale, service,
performance, equipment or property lease contracts, agreements and grants and all other contracts, agreements or grants (in each case, whether written or oral, or third party or intercompany), between such Pledgor and any third party, and all
assignments, amendments, restatements, supplements, extensions, renewals, replacements or modifications thereof. 

“Copyrights” shall mean, collectively, with respect to each Pledgor, all copyrights (whether statutory or common law,
whether established or registered in the United States or any other country or any political subdivision thereof, whether registered or unregistered and whether published or unpublished) and all copyright registrations and applications made by such
Pledgor, in each case, whether now owned or hereafter created or acquired by or assigned to such Pledgor, together with any and all (i) rights and privileges arising under applicable law with respect to such Pledgor’s use of such
copyrights, (ii) reissues, renewals, continuations and extensions thereof and amendments thereto, (iii) income, fees, royalties, damages, claims and payments now or hereafter due and/or payable with respect thereto, including damages and
payments for past, present or future infringements thereof, (iv) rights corresponding thereto throughout the world and (v) rights to sue for past, present or future infringements thereof. 

“Copyright Security Agreement” shall mean an agreement substantially in the form of Exhibit 4 hereto. 

“Credit Agreement” shall have the meaning assigned to such term in Recital A hereof. 

“Credit Agreement Obligations” shall mean (a) the Obligations, (b) the due and punctual payment and
performance of all obligations of Borrower and the other Loan Parties under each Secured Hedge Agreement entered into with any counterparty that is a Secured Party and (c) the due and punctual payment and performance of all obligations of
Borrower and the other Loan Parties (including overdrafts and related liabilities) under each Secured Cash Management Agreement entered into with any counterparty that is a Secured Party. 

  
 3 








 “Deposit Accounts” shall mean, collectively, with respect to each Pledgor,
(i) all “deposit accounts” as such term is defined in the UCC and in any event shall include the L/C Account and all accounts and sub-accounts relating to any of the foregoing accounts and (ii) all cash, funds, checks, notes and
instruments from time to time on deposit in any of the accounts or sub-accounts described in clause (i) of this definition. 
 “Distributions” shall mean, collectively, with respect to each Pledgor, all dividends, cash, options, warrants, rights, instruments, distributions, returns of capital or principal,
income, interest, profits and other property, interests (debt or equity) or proceeds, including as a result of a split, revision, reclassification or other like change of the Pledged Equity, from time to time received, receivable or otherwise
distributed to such Pledgor in respect of or in exchange for any or all of the Pledged Equity or Pledged Debt. 

“Excluded Property” shall mean 
 (a)     any permit or license issued by a Governmental Authority to any Pledgor or any agreement to which any Pledgor is a party, in each case, only to the extent and for so long as
the terms of such permit, license or agreement or any Requirement of Law applicable thereto, validly prohibit the creation by such Pledgor of a security interest in such permit, license or agreement in favor of the Collateral Agent (after giving
effect to Sections 9 406(d), 9 407(a), 9 408(a) or 9-409 of the UCC (or any successor provision or provisions) or any other applicable law (including the Bankruptcy Code) or principles of equity); 

(b)     Equipment owned by any Pledgor on the date hereof or hereafter acquired that is subject to a Lien securing a
Purchase Money Obligation or Capital Lease Obligation permitted to be incurred pursuant to the provisions of the Credit Agreement if the contract or other agreement in which such Lien is granted (or the documentation providing for such Purchase
Money Obligation or Capital Lease Obligation) validly prohibits the creation of any other Lien on such Equipment; 

(c)     any intent-to-use trademark application to the extent and for so long as creation by a Pledgor of a security
interest therein would result in the loss by such Pledgor of any material rights therein; 
 (d)     any
voting Equity Interests of a Foreign Subsidiary in excess of 66% of all outstanding voting Equity Interests or such Foreign Subsidiary; 
 (e)     any Equity Interests of any Joint Venture Subsidiary to the extent and for so long as the joint venture agreement or any organizational document of such Joint Venture
Subsidiary prohibits the pledge of such Equity Interests without obtaining a consent of a third party (other than any Pledgor) and such 

  
 4 








 
consent has not been obtained including the Equity Interests of the Joint Venture Subsidiaries listed on Schedule 10(c) to the Perfection Certificate; 

(f)     any Equity Interests or assets of any Captive Insurer; and 

(g)     any margin stock. 
 provided, however, that Excluded Property shall not include any Proceeds, substitutions or replacements of any Excluded Property referred to in clause (a), (b) or (c) (unless such
Proceeds, substitutions or replacements would constitute Excluded Property referred to in clause (a), (b) or (c)). 

“Existing Senior Notes” shall mean the Borrower’s outstanding $400.0 million aggregate principal amount of 6.125%
Senior Notes due 2016. 
 “Existing Senior Notes Guarantors” shall mean each Subsidiary of the Borrower that
signed the Guaranty to provide a guarantee of the Existing Senior Notes Obligations. 
 “Existing Senior Notes
Holder” shall mean each “Holder” (as defined in the Existing Senior Notes Indenture). 
 “Existing
Senior Notes Indenture” shall mean that certain indenture, dated as of April 21, 2006, between the Borrower and the Existing Senior Notes Trustee, governing the Existing Senior Notes, as supplemented by the First Supplemental Indenture
and the Second Supplemental Indenture. 
 “Existing Senior Notes Obligations” shall mean the due and punctual
payment by the Borrower and the Existing Senior Notes Guarantors of the principal and interest on the Existing Senior Notes and any other obligations under the Existing Senior Notes Indenture owed to the Existing Senior Notes Trustee or the Existing
Senior Notes Holders, when and as due. 
 “Existing Senior Notes Secured Parties” shall mean the Existing
Senior Notes Holders and the Existing Senior Notes Trustee. 
 “Existing Senior Notes Trustee” shall mean U.S.
Bank National Association, in its capacity as trustee under the Existing Senior Notes Indenture, and its successors and assigns. 
 “First Supplemental Indenture” shall mean that certain first supplemental indenture to the Existing Senior Notes Indenture, dated as of the February 28, 2007, between the Borrower,
the Existing Senior Notes Guarantors and the Existing Senior Notes Trustee, providing for guarantees of the Existing Senior Notes by the Guarantors. 

  
 5 








 “General Intangibles” shall mean, collectively, with respect to each
Pledgor, all “general intangibles,” as such term is defined in the UCC, of such Pledgor and, in any event, shall include (i) all of such Pledgor’s rights, title and interest in, to and under all Contracts and insurance policies
(including all rights and remedies relating to monetary damages, including indemnification rights and remedies, and claims for damages or other relief pursuant to or in respect of any Contract), (ii) all know-how and warranties relating to any
of the Pledged Collateral or the Mortgaged Property, (iii) any and all other rights, claims, choses-in-action and causes of action of such Pledgor against any other person and the benefits of any and all collateral or other security given by
any other person in connection therewith, (iv) all guarantees, endorsements and indemnifications on, or of, any of the Pledged Collateral or any of the Mortgaged Property, (v) all lists, books, records, correspondence, ledgers, printouts,
files (whether in printed form or stored electronically), tapes and other papers or materials containing information relating to any of the Pledged Collateral or any of the Mortgaged Property, including all customer or tenant lists, identification
of suppliers, data, plans, blueprints, specifications, designs, drawings, appraisals, recorded knowledge, surveys, studies, engineering reports, test reports, manuals, standards, processing standards, performance standards, catalogs, research data,
computer and automatic machinery software and programs and the like, field repair data, accounting information pertaining to such Pledgor’s operations or any of the Pledged Collateral or any of the Mortgaged Property and all media in which or
on which any of the information or knowledge or data or records may be recorded or stored and all computer programs used for the compilation or printout of such information, knowledge, records or data, (vi) all licenses, consents, permits,
variances, certifications, authorizations and approvals, however characterized, now or hereafter acquired or held by such Pledgor, including building permits, certificates of occupancy, environmental certificates, industrial permits or licenses and
certificates of operation and (vii) all rights to reserves, deferred payments, deposits, refunds, indemnification of claims and claims for tax or other refunds against any Governmental Authority. 

“Goodwill” shall mean, collectively, with respect to each Pledgor, the goodwill connected with such Pledgor’s
business including all goodwill connected with (i) the use of and symbolized by any Trademark or Intellectual Property License with respect to any Trademark in which such Pledgor has any interest, (ii) all know-how, trade secrets, customer
and supplier lists, proprietary information, inventions, methods, procedures, formulae, descriptions, compositions, technical data, drawings, specifications, name plates, catalogs, confidential information and the right to limit the use or
disclosure thereof by any person, pricing and cost information, business and marketing plans and proposals, consulting agreements, engineering contracts and such other assets which relate to such goodwill and (iii) all product lines of such
Pledgor’s business. 
 “Guarantors” shall have the meaning assigned to such term in the Preamble hereof.


  
 6 








 “Instruments” shall mean, collectively, with respect to each Pledgor, all
“instruments,” as such term is defined in Article 9, rather than Article 3, of the UCC, and shall include all promissory notes, drafts, bills of exchange or acceptances. 

“Intellectual Property Collateral” shall mean, collectively, the Patents, Trademarks, Copyrights, Intellectual Property
Licenses and Goodwill. 
 “Intellectual Property Licenses” shall mean, collectively, with respect to each
Pledgor, all license and distribution agreements with, and covenants not to sue, any other party with respect to any Patent, Trademark or Copyright or any other patent, trademark or copyright, whether such Pledgor is a licensor or licensee,
distributor or distributee under any such license or distribution agreement, together with any and all (i) renewals, extensions, supplements and continuations thereof, (ii) income, fees, royalties, damages, claims and payments now and
hereafter due and/or payable thereunder and with respect thereto including damages and payments for past, present or future infringements or violations thereof, (iii) rights to sue for past, present and future infringements or violations
thereof and (iv) other rights to use, exploit or practice any or all of the Patents, Trademarks or Copyrights or any other patent, trademark or copyright. 
 “Investment Property” shall mean a security, whether certificated or uncertificated, Security Entitlement, Securities Account, Commodity Contract or Commodity Account, excluding, however,
the Securities Collateral. 
 “Joinder Agreement” shall mean an agreement substantially in the form of Exhibit
3 hereto. 
 “L/C Account” shall mean any account established and maintained in accordance with the provisions
of Section 2.03(g) of the Credit Agreement and all property from time to time on deposit in such L/C Account. 

“Material Intellectual Property Collateral” shall mean any Intellectual Property Collateral that is material (i) to
the use and operation of the Pledged Collateral or Mortgaged Property or (ii) to the business, results of operations, prospects or condition, financial or otherwise, of any Pledgor. 

“Mortgaged Property” shall have the meaning assigned to such term in the Mortgages. 

“Patents” shall mean, collectively, with respect to each Pledgor, all patents issued or assigned to, and all patent
applications and registrations made by, such Pledgor (whether established or registered or recorded in the United States or any other country or any political subdivision thereof), together with any and all (i) rights and privileges arising
under applicable law with respect to such Pledgor’s use of any patents, (ii) inventions and improvements described and claimed therein, (iii) reissues, divisions, continuations, renewals, extensions and


  
 7 








 
continuations-in-part thereof and amendments thereto, (iv) income, fees, royalties, damages, claims and payments now or hereafter due and/or payable thereunder and with respect thereto
including damages and payments for past, present or future infringements thereof, (v) rights corresponding thereto throughout the world and (vi) rights to sue for past, present or future infringements thereof. 

“Patent Security Agreement” shall mean an agreement substantially in the form of Exhibit 5 hereto. 

“Perfection Certificate” shall mean that certain perfection certificate dated November 18, 2011, executed and
delivered by each Pledgor in favor of the Collateral Agent for the benefit of the Secured Parties, and each other Perfection Certificate (which shall be in form and substance reasonably acceptable to the Collateral Agent) executed and delivered by
the applicable Guarantor in favor of the Collateral Agent for the benefit of the Secured Parties contemporaneously with the execution and delivery of each Joinder Agreement executed in accordance with Section 3.5 hereof, in each case, as the
same may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the Credit Agreement or upon the request of the Collateral Agent. 

“Pledge Amendment” shall have the meaning assigned to such term in Section 5.1 hereof. 

“Pledged Collateral” shall have the meaning assigned to such term in Section 2.1 hereof. 

“Pledged Debt” shall mean, with respect to each Pledgor, all intercompany notes described in Schedule 11 to the
Perfection Certificate and intercompany notes hereafter acquired by such Pledgor and all certificates, instruments or agreements evidencing such intercompany notes, and all assignments, amendments, restatements, supplements, extensions, renewals,
replacements or modifications thereof to the extent permitted pursuant to the terms hereof. 
 “Pledged Equity”
shall mean, collectively, with respect to each Pledgor, (i) all issued and outstanding Equity Interests of each issuer set forth on Schedule 10(a) to the Perfection Certificate as being owned by such Pledgor (other than (a) any
Pledgor’s issued and outstanding Equity Interests in any not-for-profit entity for so long as such entity remains a not-for-profit entity and (b) any Excluded Property), and all options, warrants, rights, agreements and additional Equity
Interests of whatever class of any such issuer acquired by such Pledgor (including by issuance), together with all rights, privileges, authority and powers of such Pledgor relating to such Equity Interests in each such issuer or under any
Organizational Document of each such issuer, and the certificates, instruments and agreements representing such Equity Interests and any and all interest of such Pledgor in the entries on the books of any financial intermediary pertaining to


  
 8 








 
such Equity Interests, (ii) all Equity Interests of any issuer, which Equity Interests are hereafter acquired by such Pledgor (including by issuance) (other than (a) any Pledgor’s
issued and outstanding Equity Interests in any not-for-profit entity for so long as such entity remains a not-for-profit entity and (b) any Excluded Property), and all options, warrants, rights, agreements and additional Equity Interests of
whatever class of any such issuer acquired by such Pledgor (including by issuance), together with all rights, privileges, authority and powers of such Pledgor relating to such Equity Interests or under any Organizational Document of any such issuer,
and the certificates, instruments and agreements representing such Equity Interests and any and all interest of such Pledgor in the entries on the books of any financial intermediary pertaining to such Equity Interests, from time to time acquired by
such Pledgor in any manner, and (iii) all Equity Interests issued in respect of the Equity Interests referred to in clause (i) or (ii) upon any consolidation or merger of any issuer of such Equity Interests. 

“Pledgor” shall have the meaning assigned to such term in the Preamble hereof. 

“Possessory Collateral” means any Pledged Collateral in the possession of the Collateral Agent (or its agents or
bailees), to the extent that possession thereof perfects a security interest thereon under the UCC. Possessory Collateral includes, without limitation, any Certificated Securities, Promissory Notes, Instruments, and Chattel Paper, in each case,
delivered to or in the possession of the Administrative Agent under the terms of the Collateral Documents. 

“Receivables” shall mean all (i) Accounts, (ii) Chattel Paper, (iii) Payment Intangibles,
(iv) General Intangibles, (v) Instruments and (vi) all other rights to payment, whether or not earned by performance, for goods or other property sold, leased, licensed, assigned or otherwise disposed of, or services rendered or to be
rendered, regardless of how classified under the UCC together with all of Pledgors’ rights, if any, in any goods or other property giving rise to such right to payment and all Collateral Support and Supporting Obligations related thereto and
all Records relating thereto. 
 “Second Supplemental Indenture” shall mean that certain second supplemental
indenture to the Existing Senior Notes Indenture, dated as of November 18, 2011, between the Borrower, the Existing Senior Notes Guarantors and the Existing Senior Notes Trustee, providing for guarantees of the Existing Senior Notes by the
Guarantors. 
 “Secured Obligations” shall mean the Credit Agreement Obligations and the Existing Senior Notes
Obligations. 
 “Secured Parties” means, collectively, the Collateral Agent, the Administrative Agent, the
Lenders, the Swing Line Lender, the L/C Issuer, the Hedge Banks, the Cash Management Banks, each co-agent or sub-agent appointed 

  
 9 








 
by the Administrative Agent from time to time pursuant to Section 9.02, the Existing Senior Notes Trustee, the Existing Senior Notes Holders and the other Persons the Obligations owing to
which constitute Secured Obligations. 
 “Securities Collateral” shall mean, collectively, the Pledged Equity,
the Pledged Debt and the Distributions. 
 “Trademarks” shall mean, collectively, with respect to each Pledgor,
all trademarks (including service marks), slogans, logos, certification marks, trade dress, uniform resource locations (URL’s), domain names, corporate names and trade names, whether registered or unregistered, owned by or assigned to such
Pledgor and all registrations and applications for the foregoing (whether statutory or common law and whether established or registered in the United States or any other country or any political subdivision thereof), together with any and all
(i) rights and privileges arising under applicable law with respect to such Pledgor’s use of any trademarks, (ii) reissues, continuations, extensions and renewals thereof and amendments thereto, (iii) income, fees, royalties,
damages and payments now and hereafter due and/or payable thereunder and with respect thereto, including damages, claims and payments for past, present or future infringements thereof, (iv) rights corresponding thereto throughout the world and
(v) rights to sue for past, present and future infringements thereof. 
 “Trademark Security Agreement”
shall mean an agreement substantially in the form of Exhibit 6 hereto. 
 “UCC” shall mean the Uniform
Commercial Code as in effect from time to time in the State of New York; provided, however, that, at any time, if by reason of mandatory provisions of law, any or all of the perfection or priority of the Collateral Agent’s and the Secured
Parties’ security interest in any item or portion of the Pledged Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial
Code as in effect, at such time, in such other jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for purposes of definitions relating to such provisions. 

Section 1.2.    Interpretation.    The rules of interpretation specified in the
Credit Agreement (including Section 1.03 thereof) shall be applicable to this Agreement. 

Section 1.3.    Resolution of Drafting Ambiguities.    Each Pledgor acknowledges and
agrees that it was represented by counsel in connection with the execution and delivery hereof, that it and its counsel reviewed and participated in the preparation and negotiation hereof and that any rule of construction to the effect that
ambiguities are to be resolved against the drafting party (i.e., the Collateral Agent) shall not be employed in the interpretation hereof. 

  
 10 









 Section 1.4.    Perfection
Certificate.    The Collateral Agent and each Secured Party agree that the Perfection Certificate and all descriptions of Pledged Collateral, schedules, amendments and supplements thereto are and shall at all times remain a
part of this Agreement. 
 ARTICLE 2 
 GRANT OF SECURITY AND SECURED OBLIGATIONS 

Section 2.1.    Grant Of Security Interest.    (a)  As collateral security
for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of
such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): 

    (i)     all Accounts; 

   (ii)     all Equipment, Goods, Inventory and Fixtures; 

  (iii)     all Documents, Instruments and Chattel Paper; 

  (iv)     all Letters of Credit and Letter-of-Credit Rights; 

   (v)     all Securities Collateral; 

  (vi)     all Investment Property; 

  (vii)     all Intellectual Property Collateral; 

(viii)     the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate and all
Commercial Tort Claims of which any Pledgor has provided notice to the Collateral Agent pursuant to Section 3.4(c); 
   (ix)     all General Intangibles; 

   (x)     all Money and all Deposit Accounts; 

  (xi)     all Supporting Obligations; 

 (xii)     all books and records relating to the Pledged Collateral; and 

(xiii)     to the extent not covered by clauses (i) through (xii) of this sentence, all
other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and


  
 11 









 
products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing.

 Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest
created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Agent give written notice to the
Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the
Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of
the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type. 
 Section 2.2.    Filings.  

(a)    Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in
any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing
statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or
continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the
Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient
description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request by the Collateral Agent.

 (b)    Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant
jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. 

(c)    Each Pledgor hereby further authorizes the Collateral Agent to file filings with the United States Patent and
Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), including this Agreement, the Copyright Security Agreement, the Patent 


  
 12 









 
Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such
Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as secured party. 
 ARTICLE 3 
 PERFECTION; SUPPLEMENTS;
FURTHER ASSURANCES; USE OF PLEDGED 

COLLATERAL 
 Section 3.1.    Delivery Of Certificated Securities Collateral.    Each Pledgor represents and warrants that all certificates, agreements or instruments
representing or evidencing the Securities Collateral in existence on the date hereof have been delivered to the Collateral Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank
and that the Collateral Agent has a perfected first priority security interest therein. Each Pledgor hereby agrees that all certificates, agreements or instruments representing or evidencing Securities Collateral acquired by such Pledgor after the
date hereof shall promptly (but in any event within five days after receipt thereof by such Pledgor) be delivered to and held by or on behalf of the Collateral Agent pursuant hereto. All certificated Securities Collateral shall be in suitable form
for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral Agent. The Collateral Agent shall have the right, at any time upon the
occurrence and during the continuance of any Event of Default, to endorse, assign or otherwise transfer to or to register in the name of the Collateral Agent or any of its nominees or endorse for negotiation any or all of the Securities Collateral,
without any indication that such Securities Collateral is subject to the security interest hereunder. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right at any time to
exchange certificates representing or evidencing Securities Collateral for certificates of smaller or larger denominations. 

Section 3.2.    Perfection Of Uncertificated Securities Collateral.    Each Pledgor
represents and warrants that the Collateral Agent has a perfected first priority security interest in all uncertificated Pledged Equity pledged by it hereunder that are in existence on the date hereof. Each Pledgor hereby agrees that if any of the
Pledged Equity are at any time not evidenced by certificates of ownership, then each applicable Pledgor shall, to the extent permitted by applicable law, (i) cause the issuer to execute and deliver to the Collateral Agent an acknowledgment of
the pledge of such Pledged Equity substantially in the form of Exhibit 1 hereto or such other form that is reasonably satisfactory to the Collateral Agent, (ii) if necessary or desirable to perfect a security interest in such Pledged Equity,
cause such pledge to be recorded on the equityholder register or the books of the issuer, execute any customary pledge forms or other documents 

  
 13 









 
necessary or appropriate to complete the pledge and give the Collateral Agent the right to transfer such Pledged Equity under the terms hereof, and (iii) upon request by the Collateral
Agent, provide to the Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to the Collateral Agent, confirming such pledge and perfection thereof. 

Section 3.3.    Financing Statements And Other Filings; Maintenance Of Perfected Security
Interest.    Each Pledgor represents and warrants that all financing statements, agreements, instruments and other documents necessary to perfect the security interest granted by it to the Collateral Agent in respect of the
Pledged Collateral have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 to the Perfection
Certificate. Each Pledgor agrees that at the sole cost and expense of the Pledgors, such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral as a perfected first priority security interest subject only to
Permitted Liens. 
 Section 3.4.    Other Actions.    In order to further
ensure the attachment, perfection and priority of, and the ability of the Collateral Agent to enforce, the Collateral Agent’s security interest in the Pledged Collateral, each Pledgor represents and warrants (as to itself) as follows and
agrees, in each case at such Pledgor’s own expense, to take the following actions with respect to the following Pledged Collateral: 
 (a)    Instruments and Tangible Chattel Paper.    As of the date hereof, no amounts payable under or in connection with any of the Pledged Collateral are evidenced
by any Instrument or Tangible Chattel Paper other than such Instruments and Tangible Chattel Paper listed in Schedule 11 to the Perfection Certificate. Each Instrument and each item of Tangible Chattel Paper listed in Schedule 11 to the Perfection
Certificate has been properly endorsed, assigned and delivered to the Collateral Agent, accompanied by instruments of transfer or assignment duly executed in blank. If any amount then payable under or in connection with any of the Pledged Collateral
shall be evidenced by any Instrument or Tangible Chattel Paper, and such amount, together with all amounts payable evidenced by any Instrument or Tangible Chattel Paper not previously delivered to the Collateral Agent exceeds $2,500,000 in the
aggregate for all Pledgors, the Pledgor acquiring such Instrument or Tangible Chattel Paper shall promptly (but in any event within five days after receipt thereof) endorse, assign and deliver the same to the Collateral Agent, accompanied by such
instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify. 

(b)    Electronic Chattel Paper and Transferable Records.    As of the date hereof, no amount
under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that 

  
 14 









 
term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any
relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 11 to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any
Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Collateral Agent thereof and shall take such action as the Collateral Agent may reasonably
request to vest in the Collateral Agent control of such Electronic Chattel Paper under Section 9 105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be,
Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts
payable evidenced by Electronic Chattel Paper or any transferable record in which the Collateral Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $500,000 in the
aggregate for all Pledgors. The Collateral Agent agrees with such Pledgor that the Collateral Agent will arrange, pursuant to procedures satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral
Agent’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under Section 9 105 of the UCC or, as the case may be, Section 201 of the Federal Electronic Signatures in
Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into
account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record. 

(c)    Commercial Tort Claims.    As of the date hereof, each Pledgor hereby represents and
warrants that it holds no Commercial Tort Claims other than those listed in Schedule 13 to the Perfection Certificate. If any Pledgor shall at any time hold or acquire a Commercial Tort Claim, such Pledgor shall immediately notify the Collateral
Agent in writing signed by such Pledgor of the brief details thereof and grant to the Collateral Agent in such writing a security interest therein and in the Proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and
substance reasonably satisfactory to the Collateral Agent. The requirement in the preceding sentence shall not apply to the extent that the amount of such Commercial Tort Claim, together with the amount of all other Commercial Tort Claims held by
any Pledgor in which the Collateral Agent does not have a security interest, does not exceed $1,000,000 in the aggregate for all Pledgors. 
 Section 3.5.    Other Actions.    The Pledgors shall cause each Restricted Subsidiary (other than Non-Guarantor Subsidiaries) of the Borrower which,
from time to time, after the date hereof shall be required to pledge any assets to the 

  
 15 









 
Collateral Agent for the benefit of the Secured Parties pursuant to the provisions of the Credit Agreement and the Guaranty, (a) to execute and deliver to the Collateral Agent (i) a
Joinder Agreement substantially in the form of Exhibit 3 hereto and (ii) a Perfection Certificate, in each case, within thirty (30) days of the date on which it was acquired or created or (b) in the case of a Subsidiary organized
outside of the United States required to pledge any assets to the Collateral Agent, to execute and deliver to the Collateral Agent such documentation as the Collateral Agent shall reasonably request and, in each case with respect to clauses
(a) and (b) above, upon such execution and delivery, such Subsidiary shall constitute a “Guarantor” and a “Pledgor” for all purposes hereunder with the same force and effect as if originally named as a Guarantor and
Pledgor herein. The execution and delivery of such Joinder Agreement shall not require the consent of any Pledgor hereunder. The rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of
any new Guarantor and Pledgor as a party to this Agreement. 
 Section 3.6.    Supplements; Further
Assurances.    Each Pledgor shall take such further actions, and execute and/or deliver to the Collateral Agent such additional financing statements, amendments, assignments, agreements, supplements, powers and instruments,
as the Collateral Agent may in its reasonable judgment deem necessary or appropriate in order to create, perfect, preserve and protect the security interest in the Pledged Collateral as provided herein and the rights and interests granted to the
Collateral Agent hereunder, to carry into effect the purposes hereof or better to assure and confirm the validity, enforceability and priority of the Collateral Agent’s security interest in the Pledged Collateral or permit the Collateral Agent
to exercise and enforce its rights, powers and remedies hereunder with respect to any Pledged Collateral, including the filing of financing statements, continuation statements and other documents (including this Agreement) under the Uniform
Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interest created hereby, all in form reasonably satisfactory to the Collateral Agent and in such offices (including the United States Patent and
Trademark Office and the United States Copyright Office) wherever required by law to perfect, continue and maintain the validity, enforceability and priority of the security interest in the Pledged Collateral as provided herein and to preserve the
other rights and interests granted to the Collateral Agent hereunder, as against third parties, with respect to the Pledged Collateral. Without limiting the generality of the foregoing, each Pledgor shall make, execute, endorse, acknowledge, file or
refile and/or deliver to the Collateral Agent from time to time upon reasonable request by the Collateral Agent such lists, schedules, descriptions and designations of the Pledged Collateral, copies of warehouse receipts, receipts in the nature of
warehouse receipts, bills of lading, documents of title, vouchers, invoices, schedules, confirmatory assignments, supplements, additional security agreements, conveyances, financing statements, transfer endorsements, powers of attorney,
certificates, reports and other assurances or instruments as the Collateral Agent shall reasonably request. If an Event of Default has occurred and is continuing, 

  
 16 









 
the Collateral Agent may institute and maintain, in its own name or in the name of any Pledgor, such suits and proceedings as the Collateral Agent may be advised by counsel shall be necessary or
expedient to prevent any impairment of the security interest in or the perfection thereof in the Pledged Collateral. All of the foregoing shall be at the sole cost and expense of the Pledgors. 

ARTICLE 4 

REPRESENTATIONS, WARRANTIES AND COVENANTS 

Each Pledgor represents, warrants and covenants as follows: 
 Section 4.1.    Title.    Except for the security interest granted to the Collateral Agent for the benefit of the Secured Parties pursuant to this
Agreement and Permitted Liens, such Pledgor owns and has rights and, as to Pledged Collateral acquired by it from time to time after the date hereof, will own and have rights in each item of Pledged Collateral pledged by it hereunder, free and clear
of any and all Liens or claims of others. In addition, no Liens or claims exist on the Securities Collateral, other than as permitted by Section 7.01 of the Credit Agreement. 

Section 4.2.    Validity Of Security Interest.    The security interest in and Lien
on the Pledged Collateral granted to the Collateral Agent for the benefit of the Secured Parties hereunder constitutes (a) a legal and valid security interest in all the Pledged Collateral securing the payment and performance of the Secured
Obligations, and (b) subject to the filings and other actions described in Schedule 7 to the Perfection Certificate (to the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made
or deemed made), a perfected security interest in all the Pledged Collateral. The security interest and Lien granted to the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement in and on the Pledged Collateral will at
all times constitute a perfected, continuing security interest therein, prior to all other Liens on the Pledged Collateral except for Permitted Liens. 
 Section 4.3.    Defense Of Claims; Transferability Of Pledged Collateral.    Subject to Section 6.06 of the Credit Agreement, each Pledgor shall,
at its own cost and expense, defend title to the Pledged Collateral pledged by it hereunder and the security interest therein and Lien thereon granted to the Collateral Agent and the priority thereof against all claims and demands of all persons, at
its own cost and expense, at any time claiming any interest therein adverse to the Collateral Agent or any other Secured Party other than Permitted Liens. There is no agreement, order, judgment or decree, and no Pledgor shall enter into any
agreement or take any other action, that would restrict the transferability of any of the Pledged Collateral or otherwise impair or conflict with such Pledgor’s obligations or the rights of the Collateral Agent hereunder. 

  
 17 









 Section 4.4.    Other Financing
Statements.    It has not filed, nor authorized any third party to file any valid or effective financing statement (or similar statement, instrument of registration or public notice under the law of any jurisdiction) covering
or purporting to cover any interest of any kind in the Pledged Collateral, except such as have been filed in favor of the Collateral Agent pursuant to this Agreement or in favor of any holder of a Permitted Lien with respect to such Permitted Lien
or financing statements or public notices relating to the termination statements listed on Schedule 9 to the Perfection Certificate. No Pledgor shall execute or authorize the filing in any public office any financing statement (or similar statement,
instrument of registration or public notice under the law of any jurisdiction) relating to any Pledged Collateral, except financing statements and other statements and instruments filed or to be filed in respect of and covering the security
interests granted by such Pledgor to the holder of the Permitted Liens. 
 Section 4.5.    Location
Of Inventory And Equipment.    It shall not move any Equipment or Inventory to any location outside of the Continental United States. 
 Section 4.6.    Due Authorization And Issuance.    All of the Pledged Equity existing on the date hereof have been, and to the extent any Pledged Equity
are hereafter issued, such Pledged Equity will be, upon such issuance, duly authorized, validly issued and fully paid and non-assessable to the extent applicable. There is no amount or other obligation owing by any Pledgor to any issuer of the
Pledged Equity in exchange for or in connection with the issuance of the Pledged Equity or any Pledgor’s status as a partner or a member of any issuer of the Pledged Equity. 

Section 4.7.    Consents, Etc.    In the event that the Collateral Agent desires to
exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Agreement and determines it necessary to obtain any approvals or consents of any Governmental Authority or any other person therefor, then, upon the
reasonable request of the Collateral Agent, such Pledgor agrees to use its commercially reasonable efforts to assist and aid the Collateral Agent to obtain as soon as practicable any necessary approvals or consents for the exercise of any such
remedies, rights and powers. 
 Section 4.8.    Pledged Collateral.    All
information set forth herein, including the schedules hereto, and all information contained in any documents, schedules and lists heretofore delivered to any Secured Party, including the Perfection Certificate and the schedules thereto, in
connection with this Agreement, in each case, relating to the Pledged Collateral, is accurate and complete in all material respects.    The Pledged Collateral described on the schedules to the Perfection Certificate constitutes
all of the property of such type of Pledged Collateral owned or held by the Pledgors. 

  
 18 









 Section 4.9.    Insurance.    In the
event that the proceeds of any insurance claim are paid to any Pledgor after the Collateral Agent has exercised its right to foreclose after an Event of Default, such Net Cash Proceeds shall be held in trust for the benefit of the Collateral Agent
and immediately after receipt thereof shall be paid to the Collateral Agent for application in accordance with the Credit Agreement and the Existing Senior Notes Indenture. 
 Section 4.10.    Chief Executive; Change Of Name; Jurisdiction Of Organization.    No Pledgor will effect any change (i) to its legal name,
(ii) in its identity or organizational structure, (iii) in its organizational identification number, if any, or (iv) in its jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing,
dissolving, liquidating, reorganizing or organizing in any other jurisdiction), unless (A) it shall have given the Collateral Agent promptly but in any event within 10 days after such change, written notice clearly describing such change and
providing such other information in connection therewith as the Collateral Agent may reasonably request and (B) it shall take all action necessary to maintain the perfection and priority of the security interest of the Collateral Agent for the
benefit of the Secured Parties in the Pledged Collateral. 
 ARTICLE 5 

CERTAIN PROVISIONS CONCERNING SECURITIES COLLATERAL 

Section 5.1.    Pledge Of Additional Securities Collateral.    Each Pledgor shall,
upon obtaining any Pledged Equity or Pledged Debt of any person, accept the same in trust for the benefit of the Collateral Agent and promptly (but in any event within five days after receipt thereof) deliver to the Collateral Agent a pledge
amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of
the additional Pledged Equity or Pledged Debt which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Equity or Pledged Debt. Each Pledgor hereby
authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Equity or Pledged Debt listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered
Pledged Collateral. 
 Section 5.2.    Voting Rights; Distributions; Etc.  

(a)    So long as no Event of Default shall have occurred and be continuing: 

(i)    Each Pledgor shall be entitled to exercise any and all voting and other consensual rights
pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes 

  
 19 









 
hereof, the Credit Agreement or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could
reasonably be expected to have a Material Adverse Effect. 
 (ii)    Each Pledgor shall be
entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent made in accordance with the provisions of the Credit Agreement; provided, however, that any and all such
Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the
Collateral Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days after receipt thereof) delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with
any necessary endorsement). 
 (b)    So long as no Event of Default shall have occurred and be continuing,
the Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense
of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which
it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. 

(c)    Upon the occurrence and during the continuance of any Event of Default: 

(i)    All rights of each Pledgor to exercise the voting and other consensual rights it would
otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and
other consensual rights. 
 (ii)    All rights of each Pledgor to receive Distributions
which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to
receive and hold as Pledged Collateral such Distributions. 
 (d)    Each Pledgor shall, at its sole cost
and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the 

  
 20 









 
Collateral Agent may request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i) hereof and to
receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof. 

(e)    All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(a)(ii)
hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Pledgor and shall immediately be paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with
any necessary endorsement). 
 Section 5.3.    Defaults, Etc.    Such
Pledgor is not in default in the payment of any portion of any mandatory capital contribution, if any, required to be made under any agreement to which such Pledgor is a party relating to the Pledged Equity pledged by it, and such Pledgor is not in
violation of any other provisions of any such agreement to which such Pledgor is a party, or otherwise in default or violation thereunder. No Securities Collateral pledged by such Pledgor is subject to any defense, offset or counterclaim, nor have
any of the foregoing been asserted or alleged against such Pledgor by any person with respect thereto, and as of the date hereof, there are no certificates, instruments, documents or other writings (other than the Organizational Documents and
certificates representing such Pledged Equity that have been delivered to the Collateral Agent) which evidence any Pledged Equity of such Pledgor. 
 Section 5.4.    Certain Agreements Of Pledgors As Issuers And Holders Of Equity Interests.  
 (a)    In the case of each Pledgor which is an issuer of Securities Collateral, such Pledgor agrees to be bound by the terms of this Agreement relating to the Securities Collateral
issued by it and will comply with such terms insofar as such terms are applicable to it. 
 (b)    In the
case of each Pledgor which is a partner, shareholder or member, as the case may be, in a partnership, limited liability company or other entity, such Pledgor hereby consents to the extent required by the applicable Organizational Document to the
pledge by each other Pledgor, pursuant to the terms hereof, of the Pledged Equity in such partnership, limited liability company or other entity and, upon the occurrence and during the continuance of an Event of Default and in connection with the
exercise of the Collateral Agent’s remedies hereunder, to the transfer of such Pledged Equity to the Collateral Agent or its nominee and to the substitution of the Collateral Agent or its nominee as a substituted partner, shareholder or member
in such partnership, limited liability company or other entity with all the rights, powers and duties of a general partner, limited partner, shareholder or member, as the case may be. 

  
 21 









 ARTICLE 6 
 CERTAIN PROVISIONS CONCERNING INTELLECTUAL PROPERTY COLLATERAL 

Section 6.1.     Grant Of Intellectual Property License.     For the purpose of
enabling the Collateral Agent, during the continuance of an Event of Default, to exercise rights and remedies under Article IX hereof at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, and for no
other purpose, each Pledgor hereby grants to the Collateral Agent, to the extent assignable, an irrevocable, non-exclusive license to use, assign, license or sublicense any of the Intellectual Property Collateral now owned or hereafter acquired by
such Pledgor, wherever the same may be located. Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout hereof. 

Section 6.2.     Protection Of Collateral Agent’s Security.     On a continuing
basis, each Pledgor shall, at its sole cost and expense, (i) promptly following its becoming aware thereof, notify the Collateral Agent of any adverse determination in any proceeding or the institution of any proceeding in any federal, state or
local court or administrative body or in the United States Patent and Trademark Office or the United States Copyright Office regarding any Material Intellectual Property Collateral, such Pledgor’s right to register such Material Intellectual
Property Collateral or its right to keep and maintain such registration in full force and effect, (ii) maintain all Material Intellectual Property Collateral as presently used and operated, (iii) not permit to lapse or become abandoned any
Material Intellectual Property Collateral, and not settle or compromise any pending or future litigation or administrative proceeding with respect to any such Material Intellectual Property Collateral, in either case except as shall be consistent
with commercially reasonable business judgment, (iv) upon such Pledgor obtaining knowledge thereof, promptly notify the Collateral Agent in writing of any event which may be reasonably expected to materially and adversely affect the value or
utility of any Material Intellectual Property Collateral or the rights and remedies of the Collateral Agent in relation thereto including a levy or threat of levy or any legal process against any Material Intellectual Property Collateral,
(v) not license any Intellectual Property Collateral other than licenses entered into by such Pledgor in, or incidental to, the ordinary course of business, or amend or permit the amendment of any of the licenses in a manner that materially and
adversely affects the right to receive payments thereunder, or in any manner that would materially impair the value of any Intellectual Property Collateral or the Lien on and security interest in the Intellectual Property Collateral created therein
hereby, without the consent of the Collateral Agent, (vi) diligently keep adequate records respecting all Intellectual Property Collateral and (vii) furnish to the Collateral Agent from time to time upon the Collateral Agent’s request
therefor reasonably detailed statements and amended schedules further identifying and describing the Intellectual Property Collateral and such other materials evidencing or reports pertaining to any


  
 22 









 
Intellectual Property Collateral as the Collateral Agent may from time to time request. 
 Section 6.3.     After-acquired Property.     If any Pledgor shall at any time after the date hereof (i) obtain any rights to any additional
Intellectual Property Collateral or (ii) become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any
Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, or if any intent-to use trademark application is no longer subject to clause (c) of the definition of Excluded Property, the provisions hereof shall
automatically apply thereto and any such item enumerated in the preceding clause (i) or (ii) shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of
execution hereof and be subject to the Lien and security interest created by this Agreement without further action by any party. Each Pledgor shall promptly provide to the Collateral Agent written notice of any of the foregoing and confirm the
attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) above by execution of an instrument in form reasonably acceptable to the Collateral Agent and the filing of any
instruments or statements as shall be reasonably necessary to create, preserve, protect or perfect the Collateral Agent’s security interest in such Intellectual Property Collateral. Further, each Pledgor authorizes the Collateral Agent to
modify this Agreement by amending Schedules 12(a) and 12(b) to the Perfection Certificate to include any Intellectual Property Collateral of such Pledgor acquired or arising after the date hereof. 

Section 6.4.     Litigation.     Unless there shall occur and be continuing any Event
of Default, each Pledgor shall have the right to commence and prosecute in its own name, as the party in interest, for its own benefit and at the sole cost and expense of the Pledgors, such applications for protection of the Intellectual Property
Collateral and suits, proceedings or other actions to prevent the infringement, counterfeiting, unfair competition, dilution, diminution in value or other damage as are necessary to protect the Intellectual Property Collateral. Upon the occurrence
and during the continuance of any Event of Default, the Collateral Agent shall have the right but shall in no way be obligated to file applications for protection of the Intellectual Property Collateral and/or bring suit in the name of any Pledgor,
the Collateral Agent or the Secured Parties to enforce the Intellectual Property Collateral and any license thereunder. In the event of such suit, each Pledgor shall, at the reasonable request of the Collateral Agent, do any and all lawful acts and
execute any and all documents requested by the Collateral Agent in aid of such enforcement and the Pledgors shall promptly reimburse and indemnify the Collateral Agent for all costs and expenses incurred by the Collateral Agent in the exercise of
its rights under this Section 6.4 in accordance with Section 10.04 of the Credit Agreement. In the event that the Collateral Agent shall elect not to bring suit to enforce the Intellectual Property


  
 23 









 
Collateral, each Pledgor agrees, at the reasonable request of the Collateral Agent, to take all commercially reasonable actions necessary, whether by suit, proceeding or other action, to prevent
the infringement, counterfeiting, unfair competition, dilution, diminution in value of or other damage to any of the Intellectual Property Collateral by any person. 
 ARTICLE 7 
 CERTAIN PROVISIONS
CONCERNING RECEIVABLES 
 Section 7.1.     Maintenance Of Records.
    Each Pledgor shall keep and maintain at its own cost and expense complete records of each Receivable, in a manner consistent with prudent business practice, including records of all payments received, all credits granted
thereon, all merchandise returned and all other documentation relating thereto. Each Pledgor shall, at such Pledgor’s sole cost and expense, upon the Collateral Agent’s demand made at any time after the occurrence and during the
continuance of any Event of Default, deliver all tangible evidence of Receivables, including all documents evidencing Receivables and any books and records relating thereto to the Collateral Agent or to its representatives (copies of which evidence
and books and records may be retained by such Pledgor). Upon the occurrence and during the continuance of any Event of Default, the Collateral Agent may transfer a full and complete copy of any Pledgor’s books, records, credit information,
reports, memoranda and all other writings relating to the Receivables to and for the use by any person that has acquired or is contemplating acquisition of an interest in the Receivables or the Collateral Agent’s security interest therein
without the consent of any Pledgor. 
 Section 7.2.     Legend.     Each
Pledgor shall legend, at the request of the Collateral Agent and in form and manner satisfactory to the Collateral Agent, the Receivables and the other books, records and documents of such Pledgor evidencing or pertaining to the Receivables with an
appropriate reference to the fact that the Receivables have been assigned to the Collateral Agent for the benefit of the Secured Parties and that the Collateral Agent has a security interest therein. 

Section 7.3.     Modification Of Terms, Etc.     No Pledgor shall rescind or cancel
any obligations evidenced by any Receivable or modify any term thereof or make any adjustment with respect thereto except in the ordinary course of business consistent with prudent business practice, or extend or renew any such obligations except in
the ordinary course of business consistent with prudent business practice or compromise or settle any dispute, claim, suit or legal proceeding relating thereto or sell any Receivable or interest therein except in the ordinary course of business
consistent with prudent business practice without the prior written consent of the Collateral Agent. Each Pledgor shall timely fulfill all obligations on its part to be fulfilled under or in connection with the Receivables. 

  
 24 









 Section 7.4.     Collection.     Each
Pledgor shall cause to be collected from the Account Debtor of each of the Receivables, as and when due in the ordinary course of business and consistent with prudent business practice (including Receivables that are delinquent, such Receivables to
be collected in accordance with generally accepted commercial collection procedures), any and all amounts owing under or on account of such Receivable, and apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding
balance of such Receivable, except that any Pledgor may, with respect to a Receivable, allow in the ordinary course of business (i) a refund or credit due as a result of returned or damaged or defective merchandise and (ii) such extensions
of time to pay amounts due in respect of Receivables and such other modifications of payment terms or settlements in respect of Receivables as shall be commercially reasonable in the circumstances, all in accordance with such Pledgor’s ordinary
course of business consistent with its collection practices as in effect from time to time. The costs and expenses (including attorneys’ fees) of collection, in any case, whether incurred by any Pledgor, the Collateral Agent or any Secured
Party, shall be paid by the Pledgors. 
 ARTICLE 8 
 TRANSFERS 
 Section 8.1.     Transfers
Of Pledged Collateral.     No Pledgor shall sell, convey, assign or otherwise dispose of, or grant any option with respect to, any of the Pledged Collateral pledged by it hereunder except as expressly permitted by the Credit
Agreement. 
 ARTICLE 9 
 REMEDIES 
 Section 9.1.     Remedies.
    Upon the occurrence and during the continuance of any Event of Default, the Collateral Agent may from time to time exercise in respect of the Pledged Collateral, in addition to the other rights and remedies provided for
herein or otherwise available to it, the following remedies: 
 (i)     Personally, or by
agents or attorneys, immediately take possession of the Pledged Collateral or any part thereof, from any Pledgor or any other person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter
upon any Pledgor’s premises where any of the Pledged Collateral is located, remove such Pledged Collateral, remain present at such premises to receive copies of all communications and remittances relating to the Pledged Collateral and use in
connection with such removal and possession any and all services, supplies, aids and other facilities of any Pledgor; 

  
 25 









 (ii)     Demand, sue for, collect or receive any money
or property at any time payable or receivable in respect of the Pledged Collateral including instructing the obligor or obligors on any agreement, instrument or other obligation constituting part of the Pledged Collateral to make any payment
required by the terms of such agreement, instrument or other obligation directly to the Collateral Agent, and in connection with any of the foregoing, compromise, settle, extend the time for payment and make other modifications with respect thereto;
provided, however, that in the event that any such payments are made directly to any Pledgor, prior to receipt by any such obligor of such instruction, such Pledgor shall segregate all amounts received pursuant thereto in trust for the benefit of
the Collateral Agent and shall promptly (but in no event later than one (1) Business Day after receipt thereof) pay such amounts to the Collateral Agent; 
 (iii)     Sell, assign, grant a license to use or otherwise liquidate, or direct any Pledgor to sell, assign, grant a license to use or otherwise liquidate, any and all investments
made in whole or in part with the Pledged Collateral or any part thereof, and take possession of the proceeds of any such sale, assignment, license or liquidation; 

(iv)     Take possession of the Pledged Collateral or any part thereof, by directing any Pledgor in
writing to deliver the same to the Collateral Agent at any place or places so designated by the Collateral Agent, in which event such Pledgor shall at its own expense: (A) forthwith cause the same to be moved to the place or places designated
by the Collateral Agent and therewith delivered to the Collateral Agent, (B) store and keep any Pledged Collateral so delivered to the Collateral Agent at such place or places pending further action by the Collateral Agent and (C) while
the Pledged Collateral shall be so stored and kept, provide such security and maintenance services as shall be necessary to protect the same and to preserve and maintain them in good condition. Each Pledgor’s obligation to deliver the Pledged
Collateral as contemplated in this Section 9.1(iv) is of the essence hereof. Upon application to a court of equity having jurisdiction, the Collateral Agent shall be entitled to a decree requiring specific performance by any Pledgor of such
obligation; 
 (v)     Withdraw all moneys, instruments, securities and other property in
any bank, financial securities, deposit or other account of any Pledgor constituting Pledged Collateral for application to the Secured Obligations as provided in Article X hereof; 

(vi)     Retain and apply the Distributions to the Secured Obligations as provided in Article X
hereof; 

  
 26 









 (vii)     Exercise any and all rights as beneficial and
legal owner of the Pledged Collateral, including perfecting assignment of and exercising any and all voting, consensual and other rights and powers with respect to any Pledged Collateral; and 

(viii)     Exercise all the rights and remedies of a secured party on default under the UCC, and the
Collateral Agent may also in its sole discretion, without notice except as specified in Section 9.2 hereof, sell, assign or grant a license to use the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at
any exchange, broker’s board or at any of the Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Collateral Agent may deem commercially
reasonable. The Collateral Agent or any other Secured Party or any of their respective Affiliates may be the purchaser, licensee, assignee or recipient of the Pledged Collateral or any part thereof at any such sale and shall be entitled, for the
purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Pledged Collateral sold, assigned or licensed at such sale, to use and apply any of the Secured Obligations owed to such person as a credit on
account of the purchase price of the Pledged Collateral or any part thereof payable by such person at such sale. Each purchaser, assignee, licensee or recipient at any such sale shall acquire the property sold, assigned or licensed absolutely free
from any claim or right on the part of any Pledgor, and each Pledgor hereby waives, to the fullest extent permitted by law, all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law
or statute now existing or hereafter enacted. The Collateral Agent shall not be obligated to make any sale of the Pledged Collateral or any part thereof regardless of notice of sale having been given. The Collateral Agent may adjourn any public or
private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Pledgor hereby waives, to the fullest extent permitted
by law, any claims against the Collateral Agent arising by reason of the fact that the price at which the Pledged Collateral or any part thereof may have been sold, assigned or licensed at such a private sale was less than the price which might have
been obtained at a public sale, even if the Collateral Agent accepts the first offer received and does not offer such Pledged Collateral to more than one offeree. 
 Section 9.2.     Notice Of Sale.     Each Pledgor acknowledges and agrees that, to the extent notice of sale or other disposition of the Pledged
Collateral or any part thereof shall be required by law, ten (10) days’ prior notice to such Pledgor of the time and place of any public sale or of the time after which any private sale or other intended disposition is to take place shall
be commercially 

  
 27 









 
reasonable notification of such matters. No notification need be given to any Pledgor if it has signed, after the occurrence of an Event of Default, a statement renouncing or modifying any right
to notification of sale or other intended disposition. 
 Section 9.3.     Waiver Of Notice And
Claims.     Each Pledgor hereby waives, to the fullest extent permitted by applicable law, notice or judicial hearing in connection with the Collateral Agent’s taking possession or the Collateral Agent’s disposition
of the Pledged Collateral or any part thereof, including any and all prior notice and hearing for any prejudgment remedy or remedies and any such right which such Pledgor would otherwise have under law, and each Pledgor hereby further waives, to the
fullest extent permitted by applicable law: (i) all damages occasioned by such taking of possession, (ii) all other requirements as to the time, place and terms of sale or other requirements with respect to the enforcement of the
Collateral Agent’s rights hereunder and (iii) all rights of redemption, appraisal, valuation, stay, extension or moratorium now or hereafter in force under any applicable law. The Collateral Agent shall not be liable for any incorrect or
improper payment made pursuant to this Article IX in the absence of gross negligence or willful misconduct on the part of the Collateral Agent. Any sale of, or the grant of options to purchase, or any other realization upon, any Pledged Collateral
shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of the applicable Pledgor therein and thereto, and shall be a perpetual bar both at law and in equity against such Pledgor and against any and all
persons claiming or attempting to claim the Pledged Collateral so sold, optioned or realized upon, or any part thereof, from, through or under such Pledgor. 
 Section 9.4.     Certain Sales Of Pledged Collateral.  
 (a)     Each Pledgor recognizes that, by reason of certain prohibitions contained in law, rules, regulations or orders of any Governmental Authority, the Collateral Agent may be
compelled, with respect to any sale of all or any part of the Pledged Collateral, to limit purchasers to those who meet the requirements of such Governmental Authority. Each Pledgor acknowledges that any such sales may be at prices and on terms less
favorable to the Collateral Agent than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such restricted sale shall be deemed to have been made in a commercially reasonable
manner and that, except as may be required by applicable law, the Collateral Agent shall have no obligation to engage in public sales. 
 (b)     Each Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act, and applicable state securities laws, the Collateral Agent may be compelled,
with respect to any sale of all or any part of the Securities Collateral and Investment Property, to limit purchasers to persons who will agree, among other things, to acquire such Securities Collateral or Investment


  
 28 









 
Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges that any such private sales may be at prices and on terms less
favorable to the Collateral Agent than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees
that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Securities Collateral or
Investment Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would agree to
do so. 
 (c)     Notwithstanding the foregoing, each Pledgor shall, upon the occurrence and during the
continuance of any Event of Default, at the reasonable request of the Collateral Agent, for the benefit of the Collateral Agent, cause any registration, qualification under or compliance with any Federal or state securities law or laws to be
effected with respect to all or any part of the Securities Collateral as soon as practicable and at the sole cost and expense of the Pledgors. Each Pledgor will use its commercially reasonable efforts to cause such registration to be effected (and
be kept effective) and will use its commercially reasonable efforts to cause such qualification and compliance to be effected (and be kept effective) as may be so requested and as would permit or facilitate the sale and distribution of such
Securities Collateral including registration under the Securities Act (or any similar statute then in effect), appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with all other requirements
of any Governmental Authority. Each Pledgor shall use its commercially reasonable efforts to cause the Collateral Agent to be kept advised in writing as to the progress of each such registration, qualification or compliance and as to the completion
thereof, shall furnish to the Collateral Agent such number of prospectuses, offering circulars or other documents incident thereto as the Collateral Agent from time to time may request, and shall indemnify and shall cause the issuer of the
Securities Collateral to indemnify the Collateral Agent and all others participating in the distribution of such Securities Collateral against all claims, losses, damages and liabilities caused by any untrue statement (or alleged untrue statement)
of a material fact contained therein (or in any related registration statement, notification or the like) or by any omission (or alleged omission) to state therein (or in any related registration statement, notification or the like) a material fact
required to be stated therein or necessary to make the statements therein not misleading. 
 (d)     If the
Collateral Agent determines to exercise its right to sell any or all of the Securities Collateral or Investment Property, upon written request, the applicable Pledgor shall from time to time furnish to the Collateral Agent all such information as
the Collateral Agent may request in order to determine the number of securities included in the Securities Collateral or Investment Property which 

  
 29 









 
may be sold by the Collateral Agent as exempt transactions under the Securities Act and the rules of the Securities and Exchange Commission thereunder, as the same are from time to time in
effect. 
 (e)     Each Pledgor further agrees that a breach of any of the covenants contained in this
Section 9.4 will cause irreparable injury to the Collateral Agent and the other Secured Parties, that the Collateral Agent and the other 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 9.4 shall be specifically enforceable against such Pledgor, and such Pledgor 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 and is continuing. 
 Section 9.5.     No
Waiver; Cumulative Remedies.  
 (a)     No failure on the part of the Collateral Agent to exercise, no
course of dealing with respect to, and no delay on the part of the Collateral Agent in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power, privilege
or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power, privilege or remedy; nor shall the Collateral Agent be required to look first to, enforce or exhaust any other security, collateral or
guaranties. All rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies provided by law or otherwise available. 
 (b)     In the event that the Collateral Agent shall have instituted any proceeding to enforce any right, power, privilege or remedy under this Agreement or any other Loan Document by
foreclosure, sale, entry or otherwise, and such proceeding shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Collateral Agent, then and in every such case, the Pledgors, the Collateral Agent and
each other Secured Party shall be restored to their respective former positions and rights hereunder with respect to the Pledged Collateral, and all rights, remedies, privileges and powers of the Collateral Agent and the other Secured Parties shall
continue as if no such proceeding had been instituted. 
 Section 9.6.     Certain Additional
Actions Regarding Intellectual Property.     If any Event of Default shall have occurred and be continuing, upon the written demand of the Collateral Agent, each Pledgor shall execute and deliver to the Collateral Agent an
assignment or assignments of the registered Patents, Trademarks and/or Copyrights and Goodwill and such other documents as are necessary or appropriate to carry out the intent and purposes hereof. Within five (5) Business Days of written notice
thereafter from the Collateral Agent, each Pledgor shall make available to the Collateral Agent, to the extent within such Pledgor’s power and authority, such personnel in such Pledgor’s employ on the


  
 30 









 
date of the Event of Default as the Collateral Agent may reasonably designate to permit such Pledgor to continue, directly or indirectly, to produce, advertise and sell the products and services
sold by such Pledgor under the registered Patents, Trademarks and/or Copyrights, and such persons shall be available to perform their prior functions on the Collateral Agent’s behalf. 

ARTICLE 10 

APPLICATION OF PROCEEDS 

Section 10.1.     Application Of Proceeds.  

(a)     The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization
upon all or any part of the Pledged Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, together with any other sums then held by the Collateral Agent pursuant to this Agreement, as follows: 

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

SECOND, to the payment in full of the Secured Obligations (the amounts so applied to be distributed among the Secured
Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); 
 THIRD, to the applicable Pledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. 
 The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral
Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral
so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof. 

(b)     If at any time any moneys collected or received by the Collateral Agent pursuant to this Agreement are
distributable pursuant to paragraph (a)

  
 31 









 
above to the Existing Senior Notes Trustee, and if the Existing Senior Notes Trustee shall notify the Collateral Agent in writing that no provision is made under the Existing Senior Notes
Indenture for the application by the Existing Senior Notes Trustee of such moneys (whether because the Existing Senior Notes Indenture does not effectively provide for the receipt and the holding by the Existing Senior Notes Trustee of such moneys
pending the application thereof or otherwise), then the Collateral Agent, after receipt of such moneys pending the application thereof, shall at the direction of the Existing Senior Notes Trustee, invest such amounts in Eligible Securities maturing
within 90 days after they are acquired by the Collateral Agent or, in the absence of such direction, hold such moneys uninvested and shall hold all such amounts so distributable and all such investments and the net proceeds thereof in trust solely
for the Existing Senior Notes Trustee (in its capacity as trustee) and for no other purpose until such time as the Existing Senior Notes Trustee shall request in writing the delivery thereof by the Collateral Agent for application pursuant to the
Existing Senior Notes Indenture. The Collateral Agent shall not be responsible for any diminution in funds resulting from any such investment or any liquidation thereof prior to maturity. 

(c)     In making the determination and allocations required by this Section 4.02, the Collateral Agent may
conclusively rely upon information supplied by the Existing Senior Notes Trustee as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Existing Senior Notes Obligations and information supplied by the
Administrative Agent as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Credit Agreement Obligations, and the Collateral Agent shall have no liability to any of the Secured Parties for actions taken
in reliance on such information, provided that nothing in this sentence shall prevent any Pledgor from contesting any amounts claimed by any Secured Party in any information so supplied. All distributions made by the Collateral Agent pursuant to
this Section 10.1 shall be (subject to any decree of any court of competent jurisdiction) final (absent manifest error), and the Collateral Agent shall have no duty to inquire as to the application by the Administrative Agent or the Existing
Senior Notes Trustee of any amounts distributed to them. 
 ARTICLE 11 

MISCELLANEOUS 
 Section 11.1.     Concerning Collateral Agent.  

(a)     The Collateral Agent has been appointed as collateral agent pursuant to the Credit Agreement. The actions of
the Collateral Agent hereunder are subject to the provisions of the Credit Agreement. By acceptance of the benefits of this Agreement and any other Collateral Documents, each Secured Party (whether or not a signatory hereto) shall be deemed
irrevocably (a) to consent to the appointment of the Collateral Agent as its agent hereunder and under such 

  
 32 









 
other Collateral Documents, (b) to confirm that the Collateral Agent shall have the authority to act as the exclusive agent of such Secured Party for the enforcement of any provisions of
this Agreement and such other Collateral Documents against any Pledgor, the exercise of remedies hereunder or thereunder and the giving or withholding of any consent or approval hereunder or thereunder relating to any Collateral or any
Pledgor’s obligations with respect thereto, (c) to agree that it shall not take any action to enforce any provisions of this Agreement or any other Collateral Document against any Pledgor, to exercise any remedy hereunder or thereunder or
to give any consents or approvals hereunder or thereunder except as expressly provided in this Agreement or any other Collateral Document and (d) to agree to be bound by the terms of this Agreement and any other Collateral Documents. The
Collateral Agent shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking action (including the release or substitution of the Pledged Collateral), in
accordance with this Agreement and the Credit Agreement. The Collateral Agent may employ agents and attorneys-in-fact in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys-in-fact selected by
it in good faith. The Collateral Agent may resign and a successor Collateral Agent may be appointed in the manner provided in the Credit Agreement. Upon the acceptance of any appointment as the Collateral Agent by a successor Collateral Agent, that
successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent under this Agreement, and the retiring Collateral Agent shall thereupon be discharged from
its duties and obligations under this Agreement. After any retiring Collateral Agent’s resignation, the provisions hereof shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the
Collateral Agent. 
 (b)     The Collateral Agent shall be deemed to have exercised reasonable care in the
custody and preservation of the Pledged Collateral in its possession if such Pledged Collateral is accorded treatment substantially equivalent to that which the Collateral Agent, in its individual capacity, accords its own property consisting of
similar instruments or interests, it being understood that neither the Collateral Agent nor any of the Secured Parties shall have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities,
tenders or other matters relating to any Securities Collateral, whether or not the Collateral Agent or any other Secured Party has or is deemed to have knowledge of such matters or (ii) taking any necessary steps to preserve rights against any
person with respect to any Pledged Collateral. 
 (c)     The Collateral Agent shall be entitled to rely
upon any written notice, statement, certificate, order or other document or any telephone message believed by it to be genuine and correct and to have been signed, sent or made by the proper person, and, with respect to all matters pertaining to
this Agreement and its duties hereunder, upon advice of counsel selected by it. 

  
 33 









 (d)     If any item of Pledged Collateral also constitutes collateral
granted to the Collateral Agent under any other deed of trust, mortgage, security agreement, pledge or instrument of any type, in the event of any conflict between the provisions hereof and the provisions of such other deed of trust, mortgage,
security agreement, pledge or instrument of any type in respect of such collateral, the Collateral Agent, in its sole discretion, shall select which provision or provisions shall control. 

(e)     The Collateral Agent may rely on advice of counsel as to whether any or all UCC financing statements of the
Pledgors need to be amended as a result of any of the changes described in Section 4.10 hereof. If any Pledgor fails to provide information to the Collateral Agent about such changes on a timely basis, the Collateral Agent shall not be liable
or responsible to any party for any failure to maintain a perfected security interest in such Pledgor’s property constituting Pledged Collateral, for which the Collateral Agent needed to have information relating to such changes. The Collateral
Agent shall have no duty to inquire about such changes if any Pledgor does not inform the Collateral Agent of such changes, the parties acknowledging and agreeing that it would not be feasible or practical for the Collateral Agent to search for
information on such changes if such information is not provided by any Pledgor. 
 Section 11.2.
    Collateral Agent May Perform; Collateral Agent Appointed Attorney-in-fact.     If any Pledgor shall fail to perform any covenants contained in this Agreement (including such Pledgor’s covenants to
(i) pay the premiums in respect of all required insurance policies hereunder, (ii) pay and discharge any taxes, assessments and special assessments, levies, fees and governmental charges imposed upon or assessed against, and
landlords’, carriers’, mechanics’, workmen’s, repairmen’s, laborers’, materialmen’s, suppliers’ and warehousemen’s Liens and other claims arising by operation of law against, all or any portion of the
Pledged Collateral, (iii) make repairs, (iv) discharge Liens or (v) pay or perform any obligations of such Pledgor under any Pledged Collateral) or if any representation or warranty on the part of any Pledgor contained herein shall be
breached, the Collateral Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend funds for such purpose; provided, however, that the Collateral Agent shall in no event be bound to
inquire into the validity of any tax, Lien, imposition or other obligation which such Pledgor fails to pay or perform as and when required hereby and which such Pledgor does not contest in accordance with the provisions of the Credit Agreement. Any
and all amounts so expended by the Collateral Agent shall be paid by the Pledgors in accordance with the provisions of Section 10.04 of the Credit Agreement. Neither the provisions of this Section 11.2 nor any action taken by the
Collateral Agent pursuant to the provisions of this Section 11.2 shall prevent any such failure to observe any covenant contained in this Agreement nor any breach of representation or warranty from constituting an Event of Default. Each Pledgor
hereby appoints the Collateral Agent its attorney-in-fact, with full power and authority in the place and stead of such Pledgor and in the name of 

  
 34 









 
such Pledgor, or otherwise, from time to time in the Collateral Agent’s discretion to take any action and to execute any instrument consistent with the terms of the Credit Agreement, this
Agreement and the other Collateral Documents which the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (but the Collateral Agent shall not be obligated to and shall have no liability to such Pledgor or any third
party for failure to so do or take action). The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Each Pledgor hereby ratifies all that such attorney shall
lawfully do or cause to be done by virtue hereof. 
 Section 11.3.     Continuing Security Interest;
Assignment.     This Agreement shall create a continuing security interest in the Pledged Collateral and shall (i) be binding upon the Pledgors, their respective successors and assigns and (ii) inure, together with
the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and the other Secured Parties and each of their respective successors, transferees and assigns. No other persons (including any other creditor of any
Pledgor) shall have any interest herein or any right or benefit with respect hereto. Without limiting the generality of the foregoing clause (ii), any Secured Party may assign or otherwise transfer any indebtedness held by it secured by this
Agreement to any other person, and such other person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party, herein or otherwise, subject however, to the provisions of the Credit Agreement and, in the
case of a Secured Party that is a party to a Secured Hedge Agreement or a Secured Cash Management Agreements, such Secured Hedge Agreement or Secured Cash Management Agreement, as applicable. Each of the Pledgors agrees that its obligations
hereunder and the security interest created hereunder shall continue to be effective or be reinstated, as applicable, if at any time payment, or any part thereof, of all or any part of the Secured Obligations is rescinded or must otherwise be
restored by the Secured Party upon the bankruptcy or reorganization of any Pledgor or otherwise. 
 Section 11.4.
    Termination; Release.  
 (a)     When all the Credit Agreement Obligations have
been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated or cash collateralized in
accordance with the provisions of the Credit Agreement, this Agreement shall terminate (including, without limitation, any Lien granted hereunder for the benefit of the Existing Senior Notes Secured Parties). Upon termination of this Agreement the
Pledged Collateral shall be released from the Lien of this Agreement. Upon such release or any release of Pledged Collateral or any part thereof in accordance with the provisions of the Credit Agreement, the Collateral Agent shall, upon the request
and at the sole cost and expense of the Pledgors, assign, transfer and deliver to Pledgor, against receipt and without recourse to or warranty by the 

  
 35 









 
Collateral Agent except as to the fact that the Collateral Agent has not encumbered the released assets, such of the Pledged Collateral or any part thereof to be released (in the case of a
release) as may be in possession of the Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Pledged Collateral, proper documents and instruments (including UCC 3
termination financing statements or releases) acknowledging the termination hereof or the release of such Pledged Collateral, as the case may be. 
 (b)     This Agreement and the security interest with respect to the Pledge Collateral shall terminate with respect to the Existing Senior Notes Trustee and the Existing Senior Notes
Holders when all Existing Senior Notes Obligations have been indefeasibly paid in full. 
 (c)     A Pledgor
shall automatically be released from its obligations hereunder if it ceases to be a Guarantor in accordance with Section 9.11(b) of the Credit Agreement. 
 (d)     The Lien granted hereby in any Pledged Collateral shall automatically be released (i) in accordance with Section 9.11(a)(ii) of the Credit Agreement, upon the sale or
Disposition thereof (other than any sale or Disposition to another Pledgor) provided that such sale or Disposition is permitted by the Credit Agreement (including, if applicable, satisfaction of the Mortgage EBITDA Test and the Guarantor EBITDA Test
in accordance with Section 7.05 of the Credit Agreement and delivery to the Administrative Agent of an officer’s certificate evidencing the satisfaction of such tests) and (ii) upon the effectiveness of any written consent to the
release of the security interest granted hereby in such Collateral pursuant to Section 9.11(a)(v) of the Credit Agreement. Any such release in connection with any sale, transfer or other disposition of such Collateral shall result in such
Collateral being sold, transferred or disposed of, as applicable, free and clear of the Lien created hereby. 
 (e)
    In connection with any termination or release pursuant to paragraph (c) or (d) above, the Collateral Agent shall execute and deliver to any Pledgor, at such Pledgor’s expense, all documents that such Pledgor
shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 11.4 shall be without recourse to or warranty by the Collateral Agent. 

(f)     If any term of this Section 11.4 is inconsistent with the Credit Agreement, the Credit Agreement shall
govern. 
 Section 11.5.     Modification In Writing.     No amendment,
modification, supplement, termination or waiver of or to any provision hereof, nor consent to any departure by any Pledgor therefrom, shall be effective unless the same shall be made in accordance with the terms of the Credit Agreement and unless in


  
 36 









 
writing and signed by the Collateral Agent subject to consent required in accordance with Section 10.01 of the Credit Agreement; provided, however, that the requisite written consent of the
Existing Senior Notes Holders or the Existing Senior Notes Trustee under the Existing Senior Notes Indenture shall be required with respect to any release, waiver, amendment or other modification of this Agreement that would cause the Existing
Senior Note Holders to cease to equally and ratably share in the security provided for herein with respect to the Pledged Collateral. Except as set forth in this Section 11.5, neither the Existing Senior Notes Holders nor the Existing Senior
Notes Trustee shall have any rights to approve any release, waiver, amendment, modification, charge, discharge or termination with respect to this Agreement. Any amendment, modification or supplement of or to any provision hereof, any waiver of any
provision hereof and any consent to any departure by any Pledgor from the terms of any provision hereof in each case shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is
specifically required by this Agreement or any other document evidencing the Secured Obligations, no notice to or demand on any Pledgor in any case shall entitle any Pledgor to any other or further notice or demand in similar or other circumstances.

 Section 11.6.     Notices.     Unless otherwise provided herein or in the
Credit Agreement, any notice or other communication herein required or permitted to be given shall be given in the manner and become effective as set forth in the Credit Agreement, as to any Pledgor, addressed to it at the address of the Borrower
set forth in the Credit Agreement and as to the Collateral Agent, addressed to it at the address set forth in the Credit Agreement, or in each case at such other address as shall be designated by such party in a written notice to the other party
complying as to delivery with the terms of this Section 11.6. 
 Section 11.7.     Governing
Law, Consent To Jurisdiction And Service Of Process; Waiver Of Jury Trial.     Sections 10.15 and 10.16 of the Credit Agreement are incorporated herein, mutatis mutandis, as if a part hereof. 

Section 11.8.     Severability Of Provisions.     Any provision hereof which is
invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without invalidating the remaining provisions hereof or affecting the validity,
legality or enforceability of such provision in any other jurisdiction. 
 Section 11.9.
    Execution In Counterparts.     This Agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement. 
 Section 11.10.     Business Days.     In the event any time period or any date provided in this Agreement ends or falls on a day other than a Business
Day, then 

  
 37 









 
such time period shall be deemed to end and such date shall be deemed to fall on the next succeeding Business Day, and performance herein may be made on such Business Day, with the same force and
effect as if made on such other day. 
 Section 11.11.     No Credit For Payment Of Taxes Or
Imposition.     Such Pledgor shall not be entitled to any credit against the principal, premium, if any, or interest payable under the Credit Agreement, and such Pledgor shall not be entitled to any credit against any other
sums which may become payable under the terms thereof or hereof, by reason of the payment of any Tax on the Pledged Collateral or any part thereof. 
 Section 11.12.     No Claims Against Collateral Agent.     Nothing contained in this Agreement shall constitute any consent or request by the Collateral
Agent, express or implied, for the performance of any labor or services or the furnishing of any materials or other property in respect of the Pledged Collateral or any part thereof, nor as giving any Pledgor any right, power or authority to
contract for or permit the performance of any labor or services or the furnishing of any materials or other property in such fashion as would permit the making of any claim against the Collateral Agent in respect thereof or any claim that any Lien
based on the performance of such labor or services or the furnishing of any such materials or other property is prior to the Lien hereof. 
 Section 11.13.     No Release.     Nothing set forth in this Agreement or any other Loan Document, nor the exercise by the Collateral Agent of any of
the rights or remedies hereunder, shall relieve any Pledgor from the performance of any term, covenant, condition or agreement on such Pledgor’s part to be performed or observed under or in respect of any of the Pledged Collateral or from any
liability to any person under or in respect of any of the Pledged Collateral or shall impose any obligation on the Collateral Agent or any other Secured Party to perform or observe any such term, covenant, condition or agreement on such
Pledgor’s part to be so performed or observed or shall impose any liability on the Collateral Agent or any other Secured Party for any act or omission on the part of such Pledgor relating thereto or for any breach of any representation or
warranty on the part of such Pledgor contained in this Agreement, the Credit Agreement or the other Loan Documents, or under or in respect of the Pledged Collateral or made in connection herewith or therewith. Anything herein to the contrary
notwithstanding, neither the Collateral Agent nor any other Secured Party shall have any obligation or liability under any contracts, agreements and other documents included in the Pledged Collateral by reason of this Agreement, nor shall the
Collateral Agent or any other Secured Party be obligated to perform any of the obligations or duties of any Pledgor thereunder or to take any action to collect or enforce any such contract, agreement or other document included in the Pledged
Collateral hereunder. The obligations of each Pledgor contained in this Section 11.13 shall survive the termination hereof and the discharge of such Pledgor’s other obligations under this Agreement, the Credit Agreement and the other Loan
Documents. 

  
 38 









 Section 11.14.     Obligations Absolute.
    All obligations of each Pledgor hereunder shall be absolute and unconditional irrespective of: 
 (i)     any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or the like of any other Pledgor; 

(ii)     any lack of validity or enforceability of the Credit Agreement, any Secured Hedge Agreement,
any Secured Cash Management Agreement or any other Loan Document, any other agreement or instrument relating thereto or any agreement or instrument relating to the Existing Senior Notes; 

(iii)     any change in the time, manner or place of payment of, or in any other term of, all or any
of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any Secured Hedge Agreement, Secured Cash Management Agreement or any other Loan Document or any other agreement or instrument
relating thereto; 
 (iv)     any pledge, exchange, release or non-perfection of any other
collateral, or any release or amendment or waiver of or consent to any departure from any guarantee, for all or any of the Secured Obligations; 
 (v)     any exercise, non-exercise or waiver of any right, remedy, power or privilege under or in respect hereof, the Credit Agreement, any Secured Hedge Agreement, any Secured Cash
Management Agreement or any other Loan Document except as specifically set forth in a waiver granted pursuant to the provisions of Section 11.5 hereof; or 
 (vi)     any other circumstances which might otherwise constitute a defense available to, or a discharge of, any Pledgor. 

Section 11.15.     Limitation On Collateral Agent’s Responsibilities.  

(a)     The obligations of the Collateral Agent to the Existing Senior Notes Holders and the Existing Senior Notes
Trustee hereunder shall be limited solely to (i) holding the Pledged Collateral for the ratable benefit of the Existing Senior Notes Holders and the Existing Senior Notes Trustee for so long as (A) any Existing Senior Notes Obligations
remain outstanding and (B) any Existing Senior Notes Obligations are secured by such Pledged Collateral and (ii) distributing any proceeds received by the Collateral Agent from the sale, collection or realization of the Pledged Collateral
to the Existing Senior Notes Holders and the Existing Senior Notes Trustee in respect of the Existing Senior Notes Obligations in accordance with the terms of this Agreement. Neither the Existing Senior Notes Holders nor the Existing Senior Notes
Trustee shall be entitled to exercise (or direct the Collateral Agent to exercise) any rights or 

  
 39 









 
remedies hereunder with respect to the Existing Senior Notes Obligations, including without limitation the right to enforce the security interest in the Pledged Collateral, request any action,
institute proceedings, give any instructions, make any election, give any notice to Account Debtors, make collections, sell or otherwise foreclose on any portion of the Collateral or execute any amendment, supplement, or acknowledgment hereof. This
Agreement shall not create any liability of the Collateral Agent to the Secured Parties by reason of actions taken with respect to the creation, perfection or continuation of the security interest on the Pledged Collateral, actions with respect to
the occurrence of an Event of Default, actions with respect to the foreclosure upon, sale, release, or depreciation of, or failure to realize upon, any of the Pledged Collateral or action with respect to the collection of any claim for all or any
part of the Secured Obligations from any Account Debtor, guarantor or any other party or the valuation, use or protection of the Pledged Collateral. 
 (b)     The Collateral Agent shall not be required to ascertain or inquire as to the performance by the Borrower or any other obligor of the Existing Senior Notes Obligations.

 (c)     The Collateral Agent may execute any of the powers granted under this Agreement and perform any
duty hereunder either directly or by or through agents or attorneys-in-fact, and shall not be responsible for the negligence or wilful misconduct of any agents or attorneys-in-fact selected by it with reasonable care and without gross negligence or
wilful misconduct. 
 (d)     The Collateral Agent shall not be deemed to have actual, constructive, direct
or indirect notice or knowledge of the occurrence of any Event of Default unless and until the Collateral Agent shall have received a notice of Event of Default or a notice from the Pledgor, the Trustee or the Secured Parties to the Collateral Agent
in its capacity as Collateral Agent indicating that an Event of Default has occurred. The Collateral Agent shall have no obligation either prior to or after receiving such notice to inquire whether an Event of Default has, in fact, occurred and
shall be entitled to rely conclusively, and shall be fully protected in so relying, on any notice so furnished to it. 
 (e)
    Notwithstanding anything to the contrary herein, nothing in this Agreement shall or shall be construed to (i) result in the security interest in the Pledged Collateral not securing the Existing Senior Notes Obligations
less than equally and ratably with the Credit Agreement Obligations pursuant to Section 3.09 of the Existing Senior Notes Indenture to the extent required or (ii) modify or affect the rights of the Existing Senior Notes Holders to receive
the pro rata share specified in Section 10.1(a) of any proceeds of any collection or sale of Pledged Collateral. 
 (f)
    The parties hereto agree that the Existing Senior Notes Obligations and the Credit Agreement Obligations are, and will be, equally and ratably 

  
 40 









 
secured with each other by the Liens on the Pledged Collateral, and that it is their intention to give full effect to the equal and ratable provision of Section 3.09 of the Existing Senior
Notes Indenture, as in effect on the date hereof. To the extent that the rights and benefits herein or in any Collateral Documents conferred on the Existing Senior Notes Holders or the Existing Senior Notes Trustee shall be held to exceed the rights
and benefits required so to be conferred by such provisions, such rights and benefits shall be limited so as to provide such Existing Senior Notes Holders and the Existing Senior Notes Trustee only those rights and benefits that are required by such
provisions. Any and all rights not herein expressly given to the Existing Senior Notes Trustee are expressly reserved to the Collateral Agent and the Secured Parties other than the Existing Senior Notes Secured Parties. 

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.] 

  
 41 









 IN WITNESS WHEREOF, each Pledgor and the Collateral Agent have caused this Agreement to be
duly executed and delivered by their duly authorized officers as of the date first above written. 
  

			
	 HEALTH MANAGEMENT ASSOCIATES, INC.,
     as Pledgor

		
	By:	 	    \s\ Timothy R.
Parry                    
	Name:	 	Timothy R. Parry
	Title:	 	Senior Vice President, General Counsel and Secretary
	
	Guarantors:
	
	 AMORY HMA, LLC

BARTOW HMA, LLC
 BILOXI H.M.A., LLC

BRANDON HMA, LLC
 BREVARD HMA HOLDINGS,
LLC
 BREVARD HMA HOSPITALS, LLC

CAMPBELL COUNTY HMA, LLC
 CAROLINAS JV HOLDINGS
GENERAL, LLC
 CAROLINAS JV HOLDINGS, L.P.
 CENTRAL FLORIDA HMA HOLDINGS, LLC
 CENTRAL STATES HMA HOLDINGS, LLC

CHESTER HMA, LLC
 CITRUS HMA, LLC

CLARKSDALE HMA, LLC
 COCKE COUNTY HMA,
LLC
 FLORIDA HMA HOLDINGS, LLC
 FORT
SMITH HMA, LLC
 HAMLET H.M.A., LLC

HEALTH MANAGEMENT ASSOCIATES, LLC
 HMA FENTRESS
COUNTY GENERAL HOSPITAL, LLC
 HMA HOSPITALS HOLDINGS, LLC
 HMA SANTA ROSA MEDICAL CENTER, LLC
 HOSPITAL MANAGEMENT ASSOCIATES, INC.

JACKSON HMA, LLC
 JEFFERSON COUNTY HMA,
LLC

		
	By:	 	\s\ Timothy R. Parry                    
	Name:	 	Timothy R. Parry
	Title:	 	Secretary of each Guarantor

 SIGNATURE PAGE TO SECURITY AGREEMENT 








			
	Guarantors:
	
	KENNETT HMA, LLC
	KEY WEST HMA, LLC
	KNOXVILLE HMA HOLDINGS, LLC
	LEHIGH HMA, LLC
	LONE STAR HMA, L.P.
	MADISON HMA,LLC
	MELBOURNE HMA, LLC
	MESQUITE HMA GENERAL, LLC
	METRO KNOXVILLE HMA, LLC
	MISSISSIPPI HMA HOLDINGS I, LLC
	MISSISSIPPI HMA HOLDINGS II, LLC
	MONROE HMA, LLC
	NAPLES HMA, LLC
	PORT CHARLOTTE HMA, LLC
	PUNTA GORDA HMA, LLC
	RIVER OAKS HOSPITAL, LLC
	ROCKLEDGE HMA, LLC
	ROH, LLC
	SEBASTIAN HOSPITAL, LLC
	SEBRING HOSPITAL MANAGEMENT ASSOCIATES, LLC
	SOUTHEAST HMA HOLDINGS, LLC
	SOUTHWEST FLORIDA HMA HOLDINGS, LLC
	STATESVILLE HMA, LLC
	VENICE HMA, LLC
	WINDER HMA, LLC
		
	By:	 	\s\ Timothy R.
Parry                            
	Name:	 	Timothy R. Parry
	Title:	 	Secretary of each Guarantor

 SIGNATURE PAGE TO SECURITY AGREEMENT 







 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent
		
	By:	 	\s\ Monique Gasque              
	Name:	 	Monique Gasque
	Title:	 	Assistant Vice President


 SIGNATURE PAGE TO SECURITY AGREEMENT 







 EXHIBIT 1 
 [Form of] 
 ISSUER’S ACKNOWLEDGMENT 

The undersigned hereby (i) acknowledges receipt of the Security Agreement (as amended, amended and restated, supplemented or
otherwise modified from time to time, the “Security Agreement”; capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement), dated as of
[                                    ], 2011, made by Health
Management Associates, Inc., a Delaware corporation (the “Borrower”), the Guarantors party thereto and Wells Fargo Bank, National Association, as collateral agent (in such capacity and together with any successors in such capacity,
the “Collateral Agent”), (ii) agrees promptly to note on its books the security interests granted to the Collateral Agent and confirmed under the Security Agreement, (iii) agrees that it will comply with instructions of
the Collateral Agent with respect to the applicable Securities Collateral without further consent by the applicable Pledgor, (iv) agrees to notify the Collateral Agent upon obtaining knowledge of any interest in favor of any person in the
applicable Securities Collateral that is adverse to the interest of the Collateral Agent therein and (v) waives any right or requirement at any time hereafter to receive a copy of the Security Agreement in connection with the registration of
any Securities Collateral thereunder in the name of the Collateral Agent or its nominee or the exercise of voting rights by the Collateral Agent or its nominee. 

 

			
	[                    ]
		
	By:	 	 
		 	Name:
		 	Title:



  
 E-1









 EXHIBIT 2 
 [Form of] 
 SECURITIES PLEDGE AMENDMENT 

This Securities Pledge Amendment, dated as of
[                                    ], 2011, is delivered pursuant
to Section 5.1 of the Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”; capitalized terms used but not otherwise defined herein shall have the
meanings assigned to such terms in the Security Agreement), dated as of
[                                        ], 2011,
made by Health Management Associates, Inc., a Delaware corporation (the “Borrower”), the Guarantors party thereto and Wells Fargo Bank, National Association, as collateral agent (in such capacity and together with any successors in
such capacity, the “Collateral Agent”). The undersigned hereby agrees that this Securities Pledge Amendment may be attached to the Security Agreement and that the Pledged Equity and/or Pledged Debt listed on this Securities Pledge
Amendment shall be deemed to be and shall become part of the Pledged Collateral and shall secure all Secured Obligations. 
  

											
	PLEDGED EQUITY
						
	   ISSUER  
	  	 CLASS
OF STOCK
OR
  INTERESTS  
	  	 PAR
  VALUE  
	  	   CERTIFICATE  
NO(S)
	  	 NUMBER
OF SHARES
OR
  INTERESTS  
	  	
PERCENTAGE OF
ALL ISSUED CAPITAL
OR OTHER EQUITY
  INTERESTS OF 
ISSUER  



  
 E-2










									
	PLEDGED DEBT
					
	     ISSUER    
	  	    PRINCIPAL    
AMOUNT	  	DATE OF
    ISSUANCE    	  	    INTEREST    
RATE	  	    MATURITY    
DATE


 

			
	[                            
    ]
		
	By:	 	 
		 	Name:
		 	Title:


  

			
	AGREED TO AND ACCEPTED:
	
	[•],
	as Collateral Agent
		
	By:	 	 
		 	Name:
		 	Title:
		
	By:	 	 
		 	Name:
		 	Title:


  
 E-2









 EXHIBIT 3 
 [Form of] 
 JOINDER AGREEMENT 

[Name of New Pledgor] 
 [Address of New Pledgor] 
 [Date] 

	
	
	  
	  
	  
	  

 Ladies and Gentlemen: 
 Reference is made to the Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”; capitalized terms used but
not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement), dated as of
[                                    ], 2011, made by Health
Management Associates, Inc., a Delaware corporation (the “Borrower”), the Guarantors party thereto and Wells Fargo Bank, National Association, as collateral agent (in such capacity and together with any successors in such capacity,
the “Collateral Agent”). 
 This Joinder Agreement supplements the Security Agreement and is delivered by the
undersigned, [                                    ] (the “New
Pledgor”), pursuant to Section 3.5 of the Security Agreement. The New Pledgor hereby agrees to be bound as a Guarantor and as a Pledgor party to the Security Agreement by all of the terms, covenants and conditions set forth in the
Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the date of the Security Agreement. The New Pledgor also hereby agrees to be bound as a party by all of the terms, covenants
and conditions applicable to it set forth in the Guaranty to the same extent that it would have been bound if it had been a signatory to the Guaranty on the execution date of the Guaranty. Without limiting the generality of the foregoing, the New
Pledgor hereby grants and pledges to the Collateral Agent, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, a Lien on and
security interest in, all of its right, title and interest in, to and under the Pledged Collateral and expressly assumes all obligations and liabilities of a Guarantor and Pledgor thereunder. The New Pledgor hereby makes each of the representations
and warranties and agrees to 

  
 E-3









 
each of the covenants applicable to the Pledgors contained in the Security Agreement and the Guaranty. 
 Annexed hereto are supplements to each of the schedules to the Security Agreement and the Credit Agreement, as applicable, with respect to the New Pledgor. Such supplements shall be deemed to be part of
the Security Agreement or the Credit Agreement, as applicable. 
 This Joinder Agreement and any amendments, waivers, consents
or supplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall
constitute one and the same agreement. 
 THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 

  
 E-3









 IN WITNESS WHEREOF, the New Pledgor has caused this Joinder Agreement to be executed and
delivered by its duly authorized officer as of the date first above written. 
  

			
	[NEW PLEDGOR]
		
	By:	 	 
		 	Name:
		 	Title:


  

			
	AGREED TO AND ACCEPTED:
	
	 WELLS FARGO BANK, NATIONAL ASSOCIATION,
 as Collateral Agent

		
	By:	 	 
		 	Name:
		 	Title:
		
	By:	 	 
		 	Name:
		 	Title:

 [Schedules to be attached] 

  
 E-3









 EXHIBIT 4 
 [Form of] 
 Copyright Security Agreement1 

Copyright Security Agreement, dated as of
[                                    ], 2011, by Health Management
Associates, Inc., a Delaware corporation, and
[                                    ] (individually, a
“Pledgor”, and, collectively, the “Pledgors”), in favor of Wells Fargo Bank, National Association, in its capacity as collateral agent pursuant to the Credit Agreement (in such capacity, the “Collateral
Agent”). 
 W I T N E S S E T H: 
 WHEREAS, the Pledgors are party to a Security Agreement of even date herewith (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security
Agreement”) in favor of the Collateral Agent pursuant to which the Pledgors are required to execute and deliver this Copyright Security Agreement; 
 NOW, THEREFORE, in consideration of the premises and to induce the Collateral Agent, for the benefit of the Secured Parties, to enter into the Credit Agreement, the Pledgors hereby agree with the
Collateral Agent as follows: 
 SECTION 1.    Defined Terms.    Unless otherwise defined
herein, terms defined in the Security Agreement and used herein have the meaning given to them in the Security Agreement. 

SECTION 2.    Grant of Security Interest in Copyright Collateral.    Each Pledgor hereby pledges
and grants to the Collateral Agent for the benefit of the Secured Parties a lien on and security interest in and to all of its right, title and interest in, to and under all the following Pledged Collateral of such Pledgor: 

(a)    Copyrights of such Pledgor listed on Schedule I2    attached hereto; and 

 
  

1 Consider filing entire security agreement with Copyright schedules from Perfection Certificate based upon materiality
of copyrights to the borrower. Note that the document to be recorded must be “complete by its own terms,” 47 C.F.R. 201.4(c)(2). 
 2 Should
include same Copyrights listed on Schedule 12(b) of the Perfection Certificate. 

  
 E-4









 (b)     all Proceeds of any and all of the foregoing (other than
Excluded Property). 
 SECTION 3.     Security Agreement.     The security interest
granted pursuant to this Copyright Security Agreement is granted in conjunction with the security interest granted to the Collateral Agent pursuant to the Security Agreement and Pledgors hereby acknowledge and affirm that the rights and remedies of
the Collateral Agent with respect to the security interest in the Copyrights made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth
herein. In the event that any provision of this Copyright Security Agreement is deemed to conflict with the Security Agreement, the provisions of the Security Agreement shall control unless the Collateral Agent shall otherwise determine. 

SECTION 4.     Termination.     Upon the payment in full of the Secured Obligations and
termination of the Security Agreement, the Collateral Agent shall execute, acknowledge, and deliver to the Pledgors an instrument in writing in recordable form releasing the collateral pledge, grant, assignment, lien and security interest in the
Copyrights under this Copyright Security Agreement. 
 SECTION 5.     Counterparts.
    This Copyright Security Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Copyright Security Agreement by signing and
delivering one or more counterparts. 
 [signature page follows] 

  
 E-4









 IN WITNESS WHEREOF, each Pledgor has caused this Copyright Security Agreement to be executed
and delivered by its duly authorized officer as of the date first set forth above. 
  

			
	Very truly yours,
	
	[PLEDGORS]3
		
	By:	 	 
		 	Name:
		 	Title:


  

			
	Accepted and Agreed:
	
	 WELLS FARGO BANK, NATIONAL ASSOCIATION,
 as Collateral Agent

		
	By:	 	 
		 	Name:
		 	Title:
		 	
		
	By:	 	 
		 	Name:
		 	Title:

  
 3 This
document needs only to be executed by the Borrower and/or any Guarantor which owns a pledged Copyright. 

  
 E-4









 SCHEDULE I 
 to 
 COPYRIGHT SECURITY AGREEMENT 

COPYRIGHT REGISTRATIONS AND COPYRIGHT APPLICATIONS4 

Copyright Registrations: 
  

					
	 OWNER
	 	 REGISTRATION

NUMBER
	 	TITLE
	 	 	 	 	 

 Copyright Applications: 
  

			
	 OWNER
	  	TITLE
	 	  	 

  
  

4 Note to attorney: These schedules include the minimum information required to perfect in the Copyright Office. A
conformed version of perfection certificate would be adequate, provided it contains this information. 

  
 E-4









 EXHIBIT 5 
 [Form of] 
 Patent Security Agreement 

Patent Security Agreement, dated as of
[                                    ], 2011, by Health Management
Associates, Inc. and [                                    ]
(individually, a “Pledgor”, and, collectively, the “Pledgors”), in favor of Wells Fargo Bank, National Association, in its capacity as collateral agent pursuant to the Credit Agreement (in such capacity, the
“Collateral Agent”). 
 W I T N E S S E T H: 

WHEREAS, the Pledgors are party to a Security Agreement of even date herewith (as amended, amended and restated, supplemented or
otherwise modified from time to time, the “Security Agreement”) in favor of the Collateral Agent pursuant to which the Pledgors are required to execute and deliver this Patent Security Agreement; 

NOW, THEREFORE, in consideration of the premises and to induce the Collateral Agent, for the benefit of the Secured Parties, to enter
into the Credit Agreement, the Pledgors hereby agree with the Collateral Agent as follows: 
 SECTION
1.    Defined Terms.    Unless otherwise defined herein, terms defined in the Security Agreement and used herein have the meaning given to them in the Security Agreement. 

SECTION 2.    Grant of Security Interest in Patent Collateral.    Each Pledgor hereby pledges and
grants to the Collateral Agent for the benefit of the Secured Parties a lien on and security interest in and to all of its right, title and interest in, to and under all the following Pledged Collateral of such Pledgor: 

(a)    Patents of such Pledgor listed on Schedule I5 attached hereto; and 
 (b)    all Proceeds of any and all of the foregoing (other than Excluded Property). 
 SECTION 3.    Security Agreement.    The security interest granted pursuant to this Patent Security Agreement is granted in conjunction with the security interest
granted to the Collateral Agent pursuant to the Security Agreement and Pledgors hereby acknowledge and affirm that the rights and 
  

 

5 Should include same Patents listed on Schedule 12(a) of the Perfection Certificate. 

  
 E-5









 remedies of the Collateral Agent with respect to the security interest in the Patents made and granted
hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this Patent Security Agreement is deemed to conflict
with the Security Agreement, the provisions of the Security Agreement shall control unless the Collateral Agent shall otherwise determine. 
 SECTION 4.    Termination.    Upon the payment in full of the Secured Obligations and termination of the Security Agreement, the Collateral Agent shall execute,
acknowledge, and deliver to the Pledgors an instrument in writing in recordable form releasing the collateral pledge, grant, assignment, lien and security interest in the Patents under this Patent Security Agreement. 

SECTION 5.    Counterparts.    This Patent Security Agreement may be executed in any number of
counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Patent Security Agreement by signing and delivering one or more counterparts. 

[signature page follows] 

  
 E-5









 IN WITNESS WHEREOF, each Pledgor has caused this Patent Security Agreement to be executed
and delivered by its duly authorized officer as of the date first set forth above. 
  

			
	Very truly yours,
	
	[PLEDGORS]6
		
	By:	 	 
		 	Name:
		 	Title:


  

			
	Accepted and Agreed:
	
	 WELLS FARGO BANK, NATIONAL ASSOCIATION,
 as Collateral Agent

		
	By:	 	 
		 	Name:
		 	Title:
		 	
		
	By:	 	 
		 	Name:
		 	Title:

  
 6 This
document needs only to be executed by the Borrower and/or any Guarantor which owns a pledged Patent. 

  
 E-5









 SCHEDULE I 
 to 
 PATENT SECURITY AGREEMENT 

PATENT REGISTRATIONS AND PATENT APPLICATIONS7 

Patent Registrations: 
  

					
	 OWNER
	 	 REGISTRATION

NUMBER
	 	NAME
	 	 	 	 	 

 Patent Applications: 
  

					
	 OWNER
	 	 APPLICATION

NUMBER
	 	NAME
	 	 	 	 	 

  
  

7 Note to Attorney: These schedules include the minimum information required to perfect in the PTO. A conformed version
of perfection certificate would be adequate, provided it contains this information. 

  
 E-5









 EXHIBIT 6 
 [Form of] 
 Trademark Security Agreement 

Trademark Security Agreement, dated as of
[                                    ], 2011, by Health Management
Associates, Inc. and [                                    ]
(individually, a “Pledgor”, and, collectively, the “Pledgors”), in favor of Wells Fargo Bank, National Association, in its capacity as collateral agent pursuant to the Credit Agreement (in such capacity, the
“Collateral Agent”). 
 W I T N E S S E T H: 

WHEREAS, the Pledgors are party to a Security Agreement of even date herewith (as amended, amended and restated, supplemented or
otherwise modified from time to time, the “Security Agreement”) in favor of the Collateral Agent pursuant to which the Pledgors are required to execute and deliver this Trademark Security Agreement; 

NOW, THEREFORE, in consideration of the premises and to induce the Collateral Agent, for the benefit of the Secured Parties, to enter
into the Credit Agreement, the Pledgors hereby agree with the Collateral Agent as follows: 
 SECTION
1.    Defined Terms.    Unless otherwise defined herein, terms defined in the Security Agreement and used herein have the meaning given to them in the Security Agreement. 

SECTION 2.    Grant of Security Interest in Trademark Collateral.    Each Pledgor hereby pledges
and grants to the Collateral Agent for the benefit of the Secured Parties a lien on and security interest in and to all of its right, title and interest in, to and under all the following Pledged Collateral of such Pledgor: 

(a)    Trademarks of such Pledgor listed on Schedule I8 attached hereto; 
 (b)    all Goodwill associated with such Trademarks; and 

(c)    all Proceeds of any and all of the foregoing (other than Excluded Property). 

SECTION 3.    Security Agreement.    The security interest granted pursuant to this Trademark
Security Agreement is granted in conjunction with the 
  

 

8 Should include same Trademarks listed on Schedule 12(a) of the Perfection Certificate. 

  
 E-6









 security interest granted to the Collateral Agent pursuant to the Security Agreement and Pledgors hereby
acknowledge and affirm that the rights and remedies of the Collateral Agent with respect to the security interest in the Trademarks made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are
incorporated by reference herein as if fully set forth herein. In the event that any provision of this Trademark Security Agreement is deemed to conflict with the Security Agreement, the provisions of the Security Agreement shall control unless the
Collateral Agent shall otherwise determine. 
 SECTION 4.    Termination.    Upon the
payment in full of the Secured Obligations and termination of the Security Agreement, the Collateral Agent shall execute, acknowledge, and deliver to the Pledgors an instrument in writing in recordable form releasing the collateral pledge, grant,
assignment, lien and security interest in the Trademarks under this Trademark Security Agreement. 
 SECTION
5.    Counterparts.    This Trademark Security Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this
Trademark Security Agreement by signing and delivering one or more counterparts. 
 [signature page follows] 

  
 E-6









 IN WITNESS WHEREOF, each Pledgor has caused this Trademark Security Agreement to be executed
and delivered by its duly authorized officer as of the date first set forth above. 
  

			
	Very truly yours,
	
	[PLEDGORS]9
		
	By:	 	 
		 	Name:
		 	Title:


  

			
	Accepted and Agreed:
	
	 WELLS FARGO BANK, NATIONAL ASSOCIATION,
 as Collateral Agent

		
	By:	 	 
		 	Name:
		 	Title:
		
	By:	 	 
		 	Name:
		 	Title:

  
 9 This
document needs only to be executed by the Borrower and/or any Guarantor which owns a pledged Trademark. 

  
 E-6









 SCHEDULE I 
 to 
 TRADEMARK SECURITY AGREEMENT 

TRADEMARK REGISTRATIONS AND TRADEMARK APPLICATIONS 
 Trademark Registrations: 
  

					
	 OWNER
	 	 REGISTRATION

NUMBER
	 	TRADEMARK
	 	 	 	 	 

 Trademark Applications: 
  

			
	 OWNER
	  	TRADEMARK
	 	  	 


  
 E-6