EX-4.2.B




 Exhibit 4.2(b) 

 
  

 
 GUARANTEE AND COLLATERAL
AGREEMENT 
 dated as of 
 June 29, 2007 
 among 

VWR INVESTORS, INC., 
 VARIETAL DISTRIBUTION MERGER SUB, INC. 
 (to be merged with and into CDRV INVESTORS,
INC. 
 and renamed VWR FUNDING, INC.), 
 the Subsidiaries of CDRV INVESTORS, INC. 
 from time to time party hereto

 and 

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

 
  








 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	 ARTICLE I DEFINITIONS
	  	 	1	  
			
	 SECTION 1.01.
	 	Credit Agreement	  	 	2	  
	 SECTION 1.02.
	 	Other Defined Terms	  	 	2	  
		
	 ARTICLE II GUARANTEE
	  	 	8	  
			
	 SECTION 2.01.
	 	Guarantee	  	 	8	  
	 SECTION 2.02.
	 	Guarantee of Payment	  	 	9	  
	 SECTION 2.03.
	 	No Limitations, Etc.	  	 	9	  
	 SECTION 2.04.
	 	Reinstatement	  	 	10	  
	 SECTION 2.05.
	 	Agreement To Pay; Subrogation	  	 	10	  
	 SECTION 2.06.
	 	Information	  	 	11	  
		
	 ARTICLE III SECURITY INTERESTS IN PERSONAL PROPERTY
	  	 	11	  
			
	 SECTION 3.01.
	 	Security Interest	  	 	11	  
	 SECTION 3.02.
	 	Representations and Warranties	  	 	13	  
	 SECTION 3.03.
	 	Covenants	  	 	15	  
	 SECTION 3.04.
	 	Other Actions	  	 	16	  
	 SECTION 3.05.
	 	Voting Rights; Dividends and Interest, Etc.	  	 	16	  
	 SECTION 3.06.
	 	Additional Covenants Regarding Patent, Trademark and Copyright Collateral	  	 	17	  
		
	 ARTICLE IV REMEDIES
	  	 	18	  
			
	 SECTION 4.01.
	 	Pledged Collateral	  	 	18	  
	 SECTION 4.02.
	 	Uniform Commercial Code and Other Remedies	  	 	19	  
	 SECTION 4.03.
	 	Application of Proceeds	  	 	21	  
	 SECTION 4.04.
	 	Grant of License to Use Intellectual Property	  	 	21	  
	 SECTION 4.05.
	 	Securities Act, Etc.	  	 	22	  









  

							
	 ARTICLE V INDEMNITY, SUBROGATION AND SUBORDINATION
	  	 	23	  
			
	 SECTION 5.01.
	 	Indemnity and Subrogation	  	 	23	  
	 SECTION 5.02.
	 	Contribution and Subrogation	  	 	23	  
	 SECTION 5.03.
	 	Subordination	  	 	23	  
		
	 ARTICLE VI [RESERVED]
	  	 	24	  
		
	 ARTICLE VII MISCELLANEOUS
	  	 	24	  
			
	 SECTION 7.01.
	 	Notices	  	 	24	  
	 SECTION 7.02.
	 	Survival of Agreement	  	 	24	  


  
 i 









  

							
	 SECTION 7.03.
	 	Binding Effect; Several Agreement	  	 	24	  
	 SECTION 7.04.
	 	Successors and Assigns	  	 	24	  
	 SECTION 7.05.
	 	Collateral Agent’s Expenses; Indemnity	  	 	24	  
	 SECTION 7.06.
	 	Collateral Agent Appointed Attorney-in-Fact	  	 	25	  
	 SECTION 7.07.
	 	Applicable Law	  	 	25	  
	 SECTION 7.08.
	 	Waivers; Amendment	  	 	26	  
	 SECTION 7.09.
	 	WAIVER OF JURY TRIAL	  	 	26	  
	 SECTION 7.10.
	 	Severability	  	 	26	  
	 SECTION 7.11.
	 	Counterparts	  	 	27	  
	 SECTION 7.12.
	 	Headings	  	 	27	  
	 SECTION 7.13.
	 	Jurisdiction; Consent to Service of Process	  	 	27	  
	 SECTION 7.14.
	 	Termination or Release	  	 	28	  
	 SECTION 7.15.
	 	[RESERVED]	  	 	29	  
	 SECTION 7.16.
	 	Additional Subsidiaries	  	 	29	  
	 SECTION 7.17.
	 	Security Interest and Obligations Absolute	  	 	29	  
	 SECTION 7.18.
	 	Effectiveness of Merger	  	 	29	  
	 SECTION 7.19.
	 	Obligations of the Foreign Subsidiary Borrowers	  	 	29	  
			
	 Schedules
	 		  			
			
	 Schedule I
	 	Subsidiary Guarantors	  			
	 Schedule II
	 	Equity Interests; Pledged Debt Securities	  			
	 Schedule III
	 	Intellectual Property	  			
	 Schedule IV
	 	Offices for UCC Filings	  			
	 Schedule V
	 	UCC Information	  			
			
	 Exhibits
	 		  			
			
	 Exhibit A
	 	Form of Supplement	  			


  
 ii 










 GUARANTEE AND COLLATERAL AGREEMENT dated as of June 29, 2007 (this
“Agreement”), among VWR INVESTORS, INC., a Delaware corporation (“Intermediate Holdco”), VARIETAL DISTRIBUTION MERGER SUB, INC., a Delaware corporation (“Merger Sub”) to be merged with and into CDRV
INVESTORS, INC. (the “Company”), the subsidiaries of the Parent Borrower (such term and each other capitalized term used but not defined in this introductory paragraph or the preliminary statement below having the meaning given or
ascribed to it in Article I) from time to time party hereto and BANK OF AMERICA, N.A., as collateral agent (in such capacity, the “Collateral Agent”). 

PRELIMINARY STATEMENT 
 Reference is made to the Credit Agreement dated as of June 29, 2007 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among the Borrowers, the lenders from time to time party thereto (the “Lenders”) and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the
Collateral Agent. 
 The Lenders and each Issuing Bank have agreed to extend credit to the Borrowers, in each
case pursuant to, and upon the terms and conditions specified in, the Credit Agreement. The Hedge Creditors have agreed (or may in the future agree) to enter into Hedging Obligations with one or more Loan Parties. The Cash Management
Creditors have agreed (or may in the future agree) to enter into Cash Management Obligations with one or more Loan Parties. The obligations of the Lenders and each Issuing Bank to extend credit to the Borrowers, the agreement of the Hedge
Creditors to enter into and maintain Hedging Obligations with one or more Loan Parties and the agreement of the Cash Management Creditors to enter into and maintain Cash Management Obligations with one or more Loan Parties are, in each case,
conditioned upon, among other things, the execution and delivery of this Agreement by each Borrower and each Guarantor. Each Guarantor is an affiliate of the Borrowers, will derive substantial benefits from the extension of credit to the
Borrowers pursuant to the Credit Agreement and from the entering into and/or maintaining of such Hedging Obligations and/or maintaining of such Cash Management Obligations and is willing to execute and deliver this Agreement in order to induce the
Lenders and the Issuing Banks to extend such credit, the Hedge Creditors to enter into and maintain such Hedging Obligations and the Cash Management Creditors to enter into and maintain such Cash Management Obligations. Accordingly, the parties
hereto agree as follows: 
 ARTICLE I 
 Definitions 
 SECTION 1.01. Credit
Agreement 
 (a) Capitalized terms used in this Agreement and not otherwise defined herein have the
meanings set forth in the Credit Agreement. All capitalized terms defined in the New York UCC (as such term is defined herein) and not defined in this Agreement have the meanings specified therein. All references to the Uniform Commercial
Code shall mean the New York UCC unless the context requires otherwise; the term “Instrument” shall have the meaning specified in Article 9 of the New York UCC. 








 (b) The rules of construction specified in Section 1.02 of the
Credit Agreement also apply to this Agreement. 
 SECTION 1.02. Other Defined Terms. As
used in this Agreement, the following terms have the meanings specified below: 
 “Account
Debtor” means any Person who is or who may become obligated to any Grantor under, with respect to or on account of an Account. 
 “Administrative Agent” shall have the meaning assigned to such term in the preliminary statement. 
 “After-Acquired Intellectual Property” shall have the meaning assigned to such term in Section 3.06(e). 

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

“Bankruptcy Default” shall mean an Event of Default of the type described in Sections 7.01(g) and
(h) of the Credit Agreement. 
 “Cash Collateral Account” shall mean a non-interest
bearing cash collateral account maintained with, and in the sole dominion and control of, the Collateral Agent for the benefit of the Secured Parties into which shall be deposited cash collateral in respect of Letters of Credit. 

“Cash Management Creditor” shall mean, with respect to the Cash Management Obligations of a Loan Party,
a counterparty that is the Administrative Agent or a Lender or an Affiliate of the Administrative Agent or a Lender as of the Closing Date or at the time such Cash Management Obligation is entered into. 

“Cash Management Obligations” shall mean, with respect to any Person, the obligations of such Person
under any agreement or arrangement to provide cash management services, including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements; provided that any such obligations of
any Loan Party owing to the Administrative Agent or a Lender or an Affiliate of the Administrative Agent or any Lender shall only constitute “Cash Management Obligations” hereunder at the option of the Parent Borrower. 

“Claiming Guarantor” shall have the meaning assigned to such term in Section 5.02.

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

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

“Company” shall have the meaning assigned to such term in the preamble. 

  
 2 









 “Contributing Guarantor” shall have the meaning assigned to
such term in Section 5.02. 
 “Copyright License” shall mean any written agreement,
now or hereafter in effect, granting any right to any third person (other than an agreement with any Person who is an affiliate or a subsidiary of the Parent Borrower or such Grantor) under any Copyright now or hereafter owned by any Grantor or that
such Grantor otherwise has the right to license, or granting any right to any Grantor under any copyright now or hereafter owned by any third party, and all rights of such Grantor under any such agreement. 

“Copyrights” shall mean all of the following now owned or hereafter acquired by any
Grantor: (a) all copyright rights in any work subject to the copyright laws of the United States, whether as author, assignee, transferee or otherwise, (b) all registrations and applications for registration of any such copyright in
the United States, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office (or any successor office), including those copyrights listed on Schedule III,
and (c) all causes of action arising prior to or after the date hereof for infringement of any Copyright or unfair competition regarding the same. 
 “Credit Agreement” shall have the meaning assigned to such term in the preliminary statement. 
 “Domain Names” shall mean all Internet domain names and associated URL addresses in or to which any Grantor now owns or hereafter acquires. 

“Excluded Collateral” shall mean: 

(a) all vehicles the perfection of a security interest in which is excluded from the New York UCC in
the relevant jurisdiction; 
 (b) any General Intangible or other rights arising under
contracts, Instruments, licenses, license agreements (including Licenses) or other documents, to the extent (and only to the extent) that the grant of a security interest would (i) constitute a violation of a restriction in favor of a third
party on such grant, unless and until any required consents shall have been obtained, (ii) give any other party the right to terminate its obligations thereunder, or (iii) violate any law, provided, however, that (1) any
portion of any such General Intangible or other right shall cease to constitute Excluded Collateral pursuant to this clause (b) at the time and to the extent that the grant of a security interest therein does not result in any of the
consequences specified above and (2) the limitation set forth in this clause (b) above shall not affect, limit, restrict or impair the grant by a Grantor of a security interest pursuant to this Agreement in any such General Intangible or
other right, to the extent that an otherwise applicable prohibition or restriction on such grant is rendered ineffective by any applicable law, including the New York UCC; 

(c) any Letter of Credit Rights; 

  
 3 









 (d) in the case of the Domestic Obligations, the
Hedging Obligations of each Loan Party (other than the Hedging Obligations of any Foreign Subsidiary Borrower), the Cash Management Obligations of each Loan Party (other than the Cash Management Obligations of any Foreign Subsidiary Borrower),
Investment Property consisting of voting Equity Interests of any Foreign Subsidiary in excess of 65% of the Equity Interests representing the total combined voting power of all classes of Equity Interests of such Foreign Subsidiary entitled to vote;

 (e) as to which the Collateral Agent and the Parent Borrower reasonably determine that
the costs of obtaining a security interest in any specifically identified assets or category of assets (or perfecting the same) are excessive in relation to the benefit to the Secured Parties of the security afforded thereby; 

(f) Equipment owned by any Grantor on the date hereof or hereafter acquired that is subject to a
Lien securing a purchase money obligation or Capitalized Lease Obligation permitted to be incurred pursuant to the Credit Agreement, for so long as the contract or other agreement in which such Lien is granted (or the documentation providing for
such purchase money obligation or Capitalized Lease Obligation) validly prohibits the creation of any other Lien on such Equipment; 
 (g) any interest in joint ventures and non-wholly owned subsidiaries which cannot be pledged without the consent of one or more third parties; 

(h) applications filed in the United States Patent and Trademark Office to register trademarks or
service marks on the basis of any Grantor’s “intent to use” such trademarks or service marks unless and until the filing of a “Statement of Use” or “Amendment to Allege Use” has been filed and accepted, whereupon
such applications shall be automatically subject to the Lien granted herein and deemed included in the Collateral; 
 (i) all assets subject to a certificate of title statute, Farm Products and As-Extracted Collateral; 

(j) any property to the extent that such grant of a security interest is prohibited by any
Requirements of Law of a Governmental Authority, requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law or is prohibited by, or constitutes a breach of default under or results in the termination of or
requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property or, in the case of any Investment Property or any Pledged Security, any applicable shareholder or
similar agreement, except to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or
requiring such consent is ineffective under applicable law; 
 (k) any commercial tort
claim; 

  
 4 









 (l) any assets to the extent a security interest in
such assets would result in adverse tax consequences as reasonably determined by the Parent Borrower; 
 (m) Equity Interests in Unrestricted Subsidiaries, Immaterial Subsidiaries and captive insurance companies; and 

(n) any direct Proceeds, substitutions or replacements of any of the foregoing, but only to the
extent such Proceeds, substitutions or replacements would otherwise constitute Excluded Collateral. 
 Furthermore, no term used
in the definition of Collateral (or any component definition thereof) shall be deemed to include any Excluded Collateral. 
 “Federal Securities Laws” shall have the meaning assigned to such term in Section 4.05. 

“Fraudulent Conveyance” shall have the meaning assigned to such term in Section 2.01.

 “Grantors” shall mean the Borrowers and the Guarantors. 

“Guarantors” shall mean Intermediate Holdco, the Subsidiary Guarantors and, solely with respect to any
Parent Borrower Guaranteed Obligations, the Parent Borrower. 
 “Hedge Creditor” shall mean,
with respect to the Hedging Obligations of a Loan Party, a counterparty that is the Administrative Agent or a Lender or an Affiliate of the Administrative Agent or a Lender as of the Closing Date or at the time such Hedging Obligation is entered
into (including any Person who is a Lender (and any Affiliate thereof) as of the Closing Date but subsequently, whether before or after entering into any Hedging Obligations, ceases to be a Lender). 

“Intellectual Property” shall mean all intellectual and similar property of any Grantor of every kind
and nature now owned or hereafter acquired by such Grantor, including all of the following that are owned or hereafter acquired by such Grantor (i) Patents, Copyrights, Licenses, Trademarks, (ii) trade secrets, confidential or proprietary
technical and business information, know how and databases and all other proprietary information, (iii) Domain Names, and (iv) all improvements to any of the foregoing. 

“Intermediate Holdco” shall have the meaning assigned to such term in the preamble. 

“Investment Property” shall mean (a) all “investment property” as such term is defined in
the New York UCC (other than Excluded Collateral) and (b) whether or not constituting “investment property” as so defined, all Pledged Debt Securities and Pledged Stock. 

  
 5 









 “License” shall mean any Patent License, Trademark License,
Copyright License or other license or sublicense agreement relating to Intellectual Property to which any Grantor is a party. 
 “Loan Document Obligations” shall mean (a) the Domestic Obligations (as defined in the Credit Agreement), and (b) the Foreign Obligations (as defined in the Credit Agreement).

 “Loan Documents” shall mean the Credit Agreement, each Security Document and each other Loan
Document that evidences or governs any Obligations. 
 “Loans” shall mean all Loans under, and
as defined in, the Credit Agreement. 
 “Merger Sub” shall have the meaning assigned to such
term in the preamble. 
 “New York UCC” shall mean the Uniform Commercial Code as from time to
time in effect in the State of New York. 
 “Obligations” shall mean (a) the Loan Document
Obligations, (b) the due and punctual payment and performance of all Hedging Obligations of each Loan Party owing to a Hedge Creditor, and (c) the due and punctual payment and performance of all Cash Management Obligations of each Loan
Party owing to a Cash Management Creditor, in each case, whether outstanding on the date hereof or arising from time to time following the date of this Agreement. 

“Parent Borrower” shall mean (a) prior to the consummation of the Merger, Merger Sub and
(b) upon and after consummation of the Merger, the Company. 
 “Parent Borrower Guaranteed
Obligations” shall have the meaning assigned to such term in Section 2.01. 

“Patent License” shall mean any written agreement, now or hereafter in effect, granting to any third
person (other than an agreement with any Person who is an affiliate or a subsidiary of the Borrower or such Grantor) any right to make, use or sell any invention on which a Patent, now or hereafter owned by any Grantor or that any Grantor otherwise
has the right to license, is in existence, or granting to any Grantor any right to make, use or sell any invention on which a patent, now or hereafter owned by any third person, is in existence, and all rights of any Grantor under any such
agreement. 
 “Patents” shall mean all of the following now owned or hereafter acquired by any
Grantor: (a) all letters patent of the United States, all registrations and recordings thereof, and all applications for letters patent of the United States, including registrations, recordings and pending applications in the United States
Patent and Trademark Office (or any successor), including those listed on Schedule III, and (b) all reissues, continuations, divisions, continuations-in-part, renewals or extensions thereof, and the inventions disclosed or claimed
therein, including the right to make, use and/or sell the inventions disclosed or claimed therein. 

  
 6 









 “Permitted Liens” shall mean with respect to the
Obligations, all “Permitted Liens” as such term is defined in the Credit Agreement. 

“Pledged Collateral” shall mean (a) the Pledged Stock, (b) the Pledged Debt Securities,
(c) subject to Section 3.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the
conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above, (d) subject to Section 3.05, all rights of such Grantor with respect to the securities and other
property referred to in clauses (a), (b) and (c) above and (e) all Proceeds of any of the foregoing. 
 “Pledged Debt Securities” shall mean (a) the debt securities and promissory notes held by any Grantor on the date hereof (including all such debt securities and promissory notes
listed opposite the name of such Grantor on Schedule II), (b) any debt securities or promissory notes in the future issued to such Grantor and (c) any other instruments evidencing the debt securities described above, if any. 

“Pledged Securities” shall mean any promissory notes, stock certificates or other securities now or
hereafter included in the Pledged Collateral, including all certificates, instruments or other documents representing or evidencing any Pledged Collateral. 
 “Pledged Stock” shall mean (a) (i) the Equity Interests owned by any Grantor on the date hereof (including all such Equity Interests listed on Schedule II) and
(ii) thereafter, any other Equity Interest obtained in the future by such Grantor, in the case of each of clauses (i) and (ii), to the extent that the same do not constitute Excluded Collateral, and (b) the certificates, if any,
representing all such Equity Interests. 
 “SEC” shall mean the United States Securities and
Exchange Commission and any successor thereto. 
 “Secured Parties” shall mean (a) the
Lenders, (b) the Administrative Agent, (c) the Collateral Agent, (d) the Issuing Banks, (e) each Hedge Creditor, (f) each Cash Management Creditor, (g) the beneficiaries of each indemnification obligation undertaken by
any Loan Party under any Loan Document and (h) the permitted successors and assigns of each of the foregoing. 
 “Security Interest” shall have the meaning assigned to such term in Section 3.01. 
 “Subsidiary Guarantor” shall mean any of the following: (a) the Subsidiaries identified on Schedule I hereto as Subsidiary Guarantors and (b) each other subsidiary
that becomes a party to this Agreement as a Subsidiary Guarantor after the Closing Date, excluding (i) any Excluded Subsidiary and (ii) any Foreign Subsidiary. 

“Termination Date” shall mean the date upon which all Commitments have terminated, no Letters of Credit
are outstanding (or if Letters of Credit remain outstanding, as to which an L/C Backstop exists), and the Loans and L/C Exposure, together with all interest, Fees and other non-contingent Obligations, have been paid in full in cash. 

  
 7 









 “Trademark License” shall mean any written agreement, now
or hereafter in effect, granting to any third person (other than an agreement with any Person who is an affiliate or a subsidiary of the Borrower or such Grantor) any right to use any trademark now or hereafter owned by any Grantor or that any
Grantor otherwise has the right to license, or granting to any Grantor any right to use any trademark now or hereafter owned by any third person, and all rights of any Grantor under any such agreement. 

“Trademarks” shall mean all of the following now owned or hereafter acquired by any
Grantor: (a) all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of
like nature, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all registration and recording applications filed in connection therewith, including registrations and registration applications in the United
States Patent and Trademark Office (or any successor office), and all extensions or renewals thereof, including those registrations and applications listed on Schedule III, (b) all goodwill associated therewith or symbolized thereby,
(c) all other assets, rights and interests that uniquely reflect or embody such goodwill and (d) all causes of action arising prior to or after the date hereof for infringement of any trademark or unfair competition regarding the same.

 ARTICLE II 
 Guarantee 
 SECTION
2.01. Guarantee. Each Guarantor absolutely, irrevocably and unconditionally guarantees to the Secured Parties, jointly with the other Guarantors (other than the Parent Borrower) and severally, as a primary obligor and not
merely as a surety, the due and punctual payment and performance of the Obligations. Each Guarantor (other than the Parent Borrower) further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or
further assent from it, and that it will remain bound upon its guarantee notwithstanding any extension or renewal of any Obligation. Each Guarantor waives (to the extent permitted by applicable law) presentment to, demand of payment from and
protest to the Borrowers or any other Loan Party of any Obligation, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment. 
 The Parent Borrower hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Secured Parties, the
prompt payment when due and payable, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter (other than Obligations that are expressly the obligations of the Parent Borrower pursuant to the terms of any Loan
Document, Hedge Agreement Obligations or Cash Management Obligations, which Obligations shall continue to be the primary obligations of the Parent Borrower) (collectively, the “Parent Borrower Guaranteed Obligations”). The
Parent Borrower further agrees that the Parent Borrower Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such
extension or renewal. The provisions of this Agreement shall apply equally to the Parent Borrower as guarantor of the Parent Borrower Guaranteed Obligations as to the Guarantors as guarantors of the Obligations. 

  
 8 









 Notwithstanding any provision of this Agreement to the contrary, it is
intended that this Agreement, and any Liens granted hereunder by each Guarantor to secure the obligations and liabilities arising pursuant to this Agreement, not constitute a “Fraudulent Conveyance” (as defined below). Consequently,
each Guarantor agrees that if this Agreement, or any Liens securing the obligations and liabilities arising pursuant to this Agreement, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Agreement and each such
Lien shall be valid and enforceable only to the maximum extent that would not cause this Agreement or such Lien to constitute a Fraudulent Conveyance, and this Agreement shall automatically be deemed to have been amended accordingly at all relevant
times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance or fraudulent transfer under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of
any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, nation or other governmental unit, as in effect from time to time. 
 SECTION 2.02. Guarantee of Payment. Each Guarantor further agrees that its guarantee hereunder constitutes a guarantee of payment when due and payable and not of collection, and
waives any right (except such as shall be required by applicable law and cannot be waived) to require that any resort be had by the Collateral Agent or any other Secured Party to any security held for the payment of the Obligations or Parent
Borrower Guaranteed Obligations, as applicable, or to any balance of any Deposit Account or credit on the books of the Collateral Agent or any other Secured Party in favor of the Borrowers or any other person. 

SECTION 2.03. No Limitations, Etc. 

(a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in
Section 7.14, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall
not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations or Parent Borrower Guaranteed Obligations, as applicable, or
otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Secured Party to
assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan
Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this
Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, (iii) the release of, or any impairment of or failure to perfect any Lien on or
security interest in, any security held by the Collateral Agent or any other Secured Party for the Obligations or Parent Borrower Guaranteed Obligations, as applicable, or any of them, (iv) any default, failure or delay, willful or otherwise,
in the performance of the Obligations or Parent Borrower Guaranteed Obligations, as applicable, or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge
of any Guarantor as a matter of law or equity (other than the occurrence of 

  
 9 









 the Termination Date). Each Guarantor expressly authorizes the Collateral Agent, in
accordance with the Credit Agreement and applicable law, to take and hold security for the payment and performance of the Obligations or Parent Borrower Guaranteed Obligations, as applicable, to exchange, waive or release any or all such security
(with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the
Obligations (other than the Parent Borrower Guaranteed Obligations), all without affecting the obligations of any Guarantor hereunder. 
 (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense (other than payment of the Obligations or Parent Borrower Guaranteed Obligations, as applicable (other than
contingent obligations), in full) based on or arising out of any defense of either Borrower or any other Loan Party or the unenforceability of the Obligations or Parent Borrower Guaranteed Obligations, as applicable, or any part thereof from any
cause, or the cessation from any cause of the liability of the Borrowers or any other Loan Party, other than the occurrence of the Termination Date. The Collateral Agent and the other Secured Parties may, in accordance with the Credit Agreement
and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the
Obligations or Parent Borrower Guaranteed Obligations, as applicable, make any other accommodation with either Borrower or any other Loan Party or exercise any other right or remedy available to them against either Borrower or any other Loan Party,
without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date has occurred. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any
such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against either Borrower or any other Loan Party, as the
case may be, or any security. 
 SECTION 2.04. Reinstatement. Each Guarantor agrees that
its guarantee hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation or Parent Borrower Guaranteed Obligations, as applicable, is rescinded or must otherwise be
restored by the Collateral Agent or any other Secured Party upon the bankruptcy or reorganization of either Borrower, any other Loan Party or otherwise, notwithstanding the occurrence of the Termination Date. 

SECTION 2.05. Agreement To Pay; Subrogation. In furtherance of the foregoing and not in
limitation of any other right that the Collateral Agent or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of either Borrower or any other Loan Party to pay any Obligation or Parent Borrower
Guaranteed Obligation, as applicable, when and as the same shall become due and payable, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will promptly pay, or cause to be paid, to
the Collateral Agent for distribution to the Secured Parties in cash the amount of such unpaid Obligation or Parent Borrower Guaranteed Obligation, as applicable (in each case, other than payment of any contingent obligations). Upon payment by
any Guarantor of any sums to the Collateral Agent as provided above, all rights of such Guarantor 

  
 10 










 against any Borrower or any other Guarantor arising as a result thereof by way
of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subject to Article VI. 
 SECTION 2.06. Information. Each Guarantor assumes all responsibility for being and keeping itself reasonably informed of each Borrower’s and each other Loan Party’s
financial condition and assets and of all other circumstances bearing upon the risk of nonpayment of the Obligations or Parent Borrower Guaranteed Obligations, as applicable, and the nature, scope and extent of the risks that such Guarantor assumes
and incurs hereunder, and agrees that neither the Collateral Agent nor any other Secured Party will have any duty to advise such Guarantor of information known to it or any of them regarding such circumstances or risks. 

ARTICLE III 

Security Interests in Personal Property 

SECTION 3.01. Security Interest. 

(a) As security for the payment or performance, as the case may be, in full of the Obligations (other than
contingent obligations), each Grantor hereby pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for
the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by
such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (but excluding any Excluded Collateral, collectively, the “Collateral”): 

(i) all Accounts; 

(ii) the Cash Collateral Account and all cash, securities, Instruments and other property deposited
or required to be deposited therein; 
 (iii) all Chattel Paper; 

(iv) all Documents; 

(v) all Equipment; 

(vi) all General Intangibles; 

(vii) all Goods; 

(viii) all Instruments; 

(ix) all Inventory; 

(x) all Investment Property; 

  
 11 










 (xi) all Intellectual Property; 

(xii) all Pledged Collateral; 

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

(xiv) all Supporting Obligations; 

(xv) all cash and cash equivalents and Deposit Accounts, and 

(xvi) to the extent not otherwise included, all Proceeds and products of any and all of the
foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing. 
 Notwithstanding the foregoing,
in no event shall any control agreements be required to be obtained in respect thereof. 
 (b) Each Grantor
hereby authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) with respect to the Collateral or any part thereof and amendments thereto that
(i) indicate the Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any
financing statement or amendment, including (x) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor and (y) in the case of a financing statement filed as a
fixture filing, a sufficient description of the real property to which such Collateral relates. Each Grantor agrees to provide such information to the Collateral Agent promptly upon written request. The Collateral Agent agrees, upon
request by the Parent Borrower and at its expense, to promptly furnish copies of such filings to the Parent Borrower. 
 (c) The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be
necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Collateral Agent
as secured party. The Collateral Agent agrees, upon request by the Parent Borrower and at its expense, to promptly furnish copies of such filings to the Parent Borrower. 

(d) The Security Interest is granted as security only and, except as otherwise required by applicable law, shall not
subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral. Nothing contained in this Agreement shall be construed to
make the Collateral Agent or any other Secured Party liable as a member of any limited liability company or as a partner of any partnership, neither the Collateral Agent nor any other Secured Party by virtue of this Agreement or otherwise (except as
referred to in the following sentence) shall have any of the duties, obligations or liabilities of a member of any limited liability company or as a partner in any partnership. The parties hereto expressly agree that, unless the Collateral
Agent 

  
 12 










 shall become the owner of Pledged Collateral consisting of a limited liability company
interest or a partnership interest pursuant hereto, this Agreement shall not be construed as creating a partnership or joint venture among the Collateral Agent, any other Secured Party, any Grantor and/or any other Person. 

SECTION 3.02. Representations and Warranties. Each Grantor represents and warrants to the
Collateral Agent and the Secured Parties that: 
 (a) Each Grantor has good and valid
rights in and title to the Collateral with respect to which it has purported to grant a Security Interest hereunder and has full power and authority to grant to the Collateral Agent, for the ratable benefit of the Secured Parties, the Security
Interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement. 
 (b) (i)Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations containing a description of the Collateral
have been prepared by the Collateral Agent based upon the information provided to the Collateral Agent and the Secured Parties by the Grantors for filing in each governmental, municipal or other office specified on Schedule IV hereof (or
specified by notice from the Parent Borrower to the Collateral Agent after the Closing Date in the case of filings, recordings or registrations required by Section 5.09 of the Credit Agreement), which are all the filings, recordings and
registrations (other than filings required to be made in the United States Patent and Trademark Office and the United States Copyright Office in order to perfect the Security Interest in the Collateral consisting of United States Patents, Trademarks
and Copyrights) that are necessary as of the Closing Date (or after the Closing Date, in the case of filings, recordings or registrations required by Section 5.09 of the Credit Agreement) to publish notice of and protect the validity of and to
establish a legal, valid and perfected security interest in favor of the Collateral Agent (for the ratable benefit of the Secured Parties) in respect of all Collateral in which the Security Interest may be perfected by filing, recording or
registration in the United States (or any political subdivision thereof) and its territories and possessions, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary in any such
jurisdiction, except as provided under applicable law with respect to the filing of continuation statements. (ii) Notwithstanding the foregoing, each Grantor represents and warrants that a fully executed agreement in the form hereof or,
alternatively, each applicable short form security agreement in the form attached to the Credit Agreement as Exhibits F-1, F-2 and F-3, and containing a description of all Collateral consisting of Intellectual Property that is material to the
conduct of such Grantor’s business with respect to United States Patents and United States federally registered Trademarks (and Trademarks for which United States federal registration applications are pending) and United States federally
registered Copyrights has been or will be delivered to the Collateral Agent for recording by the United States Patent and Trademark Office and the United States Copyright Office pursuant to 35 U.S.C. § 261, 15 U.S.C. § 1060 or 17
U.S.C. § 205 and the regulations thereunder, as applicable to protect the validity of and to establish a legal, valid and perfected security interest in favor of the Collateral Agent) in respect of all such Collateral in which a security
interest may be perfected by 

  
 13 










 filing, recording or registration in the United States, and no further or
subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary (other than filings described in Section 3.02(b)(i), and other than such actions as are necessary to perfect the Security Interest with respect to
any Collateral consisting of United States Patents, United States federally registered Trademarks and United States federally registered Copyrights (and applications therefor) that are material to the conduct of such Grantor’s business and that
are acquired or developed after the date hereof). 
 (c) The Security Interest constitutes
(i) a legal and valid security interest in all Collateral securing the payment and performance of the Obligations, (ii) subject to the filings described in Section 3.02(b), a perfected security interest in all Collateral in
which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any state thereof) pursuant to the Uniform Commercial Code and (iii) subject to the filings
described in Section 3.02(b), a security interest that shall be perfected in all Collateral in which a security interest may be perfected upon the receipt and recording of this Agreement (or the applicable short form security agreement)
with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, within the three (3) month period (commencing as of the date hereof) pursuant to 35 U.S.C. § 261 or 15 U.S.C. § 1060 or the one
month period (commencing as of the date hereof) pursuant to 17 U.S.C. § 205. The Security Interest is and shall be prior to any other Lien on any of the Collateral, other than Permitted Liens. 

(d) Schedule II correctly sets forth as of the Closing Date the percentage of the issued and
outstanding shares or units of each class of the Equity Interests of the issuer thereof represented by the Pledged Stock and includes all Equity Interests, debt securities and promissory notes required to be pledged hereunder. 

(e) The Pledged Stock and Pledged Debt Securities have been duly and validly authorized and issued
by the issuers thereof and (i) in the case of Pledged Stock issued by a corporation, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, subject
to applicable bankruptcy, insolvency, reorganization, moratorium or other loss affecting creditors’ rights generally and general principles of equity or at law. 

(f) Schedule V correctly sets forth as of the Closing Date (i) the exact legal name of
each Grantor, as such name appears in its respective certificate or articles of incorporation or formation, (ii) the jurisdiction of organization of each Grantor, (iii) the mailing address of each Grantor, (iv) the organizational
identification number, if any, issued by the jurisdiction of organization of each Grantor, (v) the identity or type of organization of each Grantor and (vi) the Federal Taxpayer Identification Number, if any, of each Grantor which is a
Loan Party. The Parent Borrower agrees to update the information required pursuant to the preceding sentence as provided in Section 5.06 of the Credit Agreement. 

(g) The Collateral is owned by the Grantors free and clear of any Lien, except for Permitted Liens.


  
 14 










 (h) Notwithstanding the foregoing or anything else in
this Agreement to the contrary, no representation, warranty or covenant is made with respect to the creation or perfection of a security interest in (i) Collateral consisting of Intellectual Property that is not material to the conduct of the
Grantor’s business, and (ii) Collateral to the extent such creation or perfection would require (A) any filing other than a filing in the United States or America, any state thereof and the District of Columbia or (B) other
action under the laws of any jurisdiction other than the United States of America, any state thereof and the District of Columbia. 
 (i) Each Grantor represents and warrants that the Trademarks, Patents and Copyrights listed on Schedule III include all United States federal registrations and pending applications for
Trademarks, Patents and Copyrights, all as in effect as of the date hereof, that such Grantor owns and that are material to the conduct of its business as of the date hereof. 

SECTION 3.03. Covenants. 

(a) Subject to Section 3.02(h), each Grantor shall, at its own expense, take all commercially reasonable
actions necessary to defend title to the Collateral against all persons and to defend the Security Interest of the Collateral Agent in the Collateral and the priority thereof against any Lien which does not constitute a Permitted Lien. 

(b) Subject to Section 3.02(h), each Grantor agrees, upon written request by the Collateral Agent and at
its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions as the Collateral Agent may from time to time reasonably deem necessary to obtain, preserve, protect
and perfect the Security Interest and the rights and remedies created hereby, including the payment of any fees and Taxes required in connection with the execution and delivery of this Agreement, the granting of the Security Interest and the filing
of any financing or continuation statements (including fixture filings) or other documents in connection herewith or therewith; provided that in no event shall any control agreements be required. 

(c) At its option, but only following 5 Business Days’ written notice to each Grantor of its intent to do so,
the Collateral Agent may discharge past due Taxes, assessments, charges, fees or Liens at any time levied or placed on the Collateral which do not constitute a Permitted Lien, and may pay for the maintenance and preservation of the Collateral to the
extent any Grantor fails to do so as required by the Credit Agreement, and each Grantor agrees to reimburse the Collateral Agent within 30 days after written demand for any reasonable out-of-pocket payment made or any reasonable out-of-pocket
expense incurred by the Collateral Agent pursuant to the foregoing authorization; provided, however, that nothing in this paragraph shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the
Collateral Agent or any Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to Taxes, assessments, charges, fees or Liens and maintenance as set forth herein or in the other Loan Documents. 

  
 15 










 (d) Each Grantor shall remain liable to observe and perform all
conditions and obligations to be observed and performed by it under each contract, agreement or instrument relating to the Collateral, all in accordance with the terms and conditions thereof. 

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

 (a) Instruments. Upon the occurrence and during the
continuation of an Event of Default, if any Grantor shall at any time hold or acquire any Instruments in excess of $3,000,000 individually, such Grantor shall promptly endorse, assign and deliver the same to the Collateral Agent, accompanied by such
undated instruments of endorsement, transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably specify. 

(b) Investment Property. Subject to the terms hereof, if any Grantor shall
at any time hold or acquire any Certificated Securities, to the extent the same do not constitute Excluded Collateral, such Grantor shall promptly endorse, assign and deliver the same to the Collateral Agent, accompanied by such undated instruments
of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably specify. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be
attached hereto as Schedule II and made a part hereof and supplement any prior schedule so delivered; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities and
shall not in and of itself result in any Default or Event of Default. Each certificate representing an interest in any limited liability company or limited partnership controlled by any Grantor and pledged under Section 3.01 shall
be physically delivered to the Collateral Agent in accordance with the terms of the Credit Agreement and endorsed to the Collateral Agent or endorsed in blank. 

(c) Security Interests in Property of Account Debtors. If at any time any
Grantor shall take a security interest in any property of an Account Debtor or any other Person the value of which equals or exceeds $5,000,000 to secure payment and performance of an Account, such Grantor shall promptly assign such security
interest to the Collateral Agent for the benefit of the Secured Parties. Such assignment need not be filed of public record unless necessary to continue the perfected status of the security interest against creditors of and transferees from the
Account Debtor or other Person granting the security interest. 
 SECTION 3.05. Voting Rights;
Dividends and Interest, Etc. Unless and until an Event of Default shall have occurred and be continuing and, except in the case of a Bankruptcy Default, the Collateral Agent shall have given the Grantors prior written notice of its
intent to exercise its rights under this Agreement: 
 (a) Each Grantor shall be entitled
to exercise any and all voting and/or other consensual rights and powers inuring to an owner of the Pledged Collateral or any part 

  
 16 










 thereof for any purpose consistent with the terms of this Agreement, the
Credit Agreement and the other Loan Documents and applicable law and no notice of any such voting or exercise of any consensual rights and powers need be given to the Collateral Agent. 

(b) The Collateral Agent shall promptly execute and deliver to each Grantor, or cause to be executed
and delivered to each Grantor, all such proxies, powers of attorney and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to
exercise pursuant to paragraph (a) above. 
 (c) Each Grantor shall be entitled to
receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Collateral to the extent and only to the extent that such dividends, interest, principal and other distributions
are not prohibited by, and otherwise paid or distributed in accordance with, the terms and conditions of the Credit Agreement, the other Loan Documents and applicable law; provided that any noncash dividends, interest, principal or other
distributions that would constitute Pledged Collateral shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall be held in trust for the benefit of the Collateral Agent and the Secured Parties and shall be delivered
to the Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent) on or prior to the later to occur of (i) 30 days following the receipt thereof and (ii) the earlier of
the date of the required delivery of the Pricing Certificate following the receipt of such items and the date which is 45 days after the end of the most recently ended fiscal quarter (or such longer period as to which the Collateral Agent may
consent). 
 SECTION 3.06. Additional Covenants Regarding Patent, Trademark and Copyright
Collateral. 
 (a) Except as could not reasonably be expected to have a Material Adverse Effect,
each Grantor agrees that it will not do any act, or omit to do any act, whereby any Patent that is material to the conduct of such Grantor’s business may become invalidated or dedicated to the public, other than the expiration of such Patent at
the end of its natural term, subject to such Grantor’s reasonable business judgment. 
 (b) Except as
could not reasonably be expected to have a Material Adverse Effect, each Grantor (either itself or through its licensees or its sublicensees) will, for each registered Trademark that is material to the conduct of such Grantor’s business, use
commercially reasonable efforts to maintain such Trademark registration in full force free from any legally binding determination of abandonment or invalidity of such Trademark registration due to nonuse, subject to such Grantor’s reasonable
business judgment. 
 (c) Except to the extent failure to act could not reasonably be expected to have a
Material Adverse Effect, and subject to each Grantor’s reasonable business judgment, each Grantor will take all reasonable and necessary steps that are consistent with the practice in any proceeding before the United States Patent and Trademark
Office, and the United States Copyright Office, to maintain and pursue each material application relating to the Patents, 

  
 17 










 Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to
maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of
incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties. 

(d) Each Grantor agrees that, should it obtain an ownership interest in any Intellectual Property (other than any
Excluded Collateral) after the Closing Date, to the extent that such Intellectual Property would be a part of the Collateral under the terms of this Agreement had it been owned by such Grantor as of the Closing Date, (“After-Acquired
Intellectual Property”), (i) the provisions of this Agreement shall automatically apply thereto, and (ii) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby shall
automatically become part of the Collateral, subject to the terms and conditions of this Agreement. Within 90 days after the end of each calendar year (or such longer period as to which the Collateral Agent may consent), the relevant Grantor
shall sign and deliver to the Collateral Agent an appropriate Intellectual Property Security Agreement with respect to all applicable United States federally registered (or application for United States federally registered) After-Acquired
Intellectual Property owned by it as of the last day of applicable fiscal quarter, to the extent that such Intellectual Property becomes part of the Collateral and to the extent that it is not covered by any previous Intellectual Property Security
Agreement so signed and delivered by it. 
 ARTICLE IV 
 Remedies 
 SECTION
4.01. Pledged Collateral. 
 (a) Upon the occurrence and during the continuance of an
Event of Default and with prior written notice to the Parent Borrower, the Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, the
name of its nominee (as pledgee or as sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default and with prior
written notice to the relevant Grantor, the Collateral Agent shall at all times have the right to exchange the certificates representing any Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this
Agreement. 
 (b) Upon the occurrence and during the continuance of an Event of Default, after the
Collateral Agent shall have notified the Parent Borrower in writing of the suspension of their rights under paragraph (c) of Section 3.05, then all rights of any Grantor to dividends, interest, principal or other distributions that
such Grantor is authorized to receive pursuant to paragraph (c) of Section 3.05 shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to
receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of Section 3.05 shall be held in trust for
the benefit of the Collateral Agent, shall be segregated from other property or 

  
 18 










 funds of such Grantor and shall be promptly delivered to the Collateral Agent upon written
demand in the same form as so received (with any necessary endorsement or instrument of assignment). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph
(b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.03. After
all Events of Default have been cured or waived, the Collateral Agent shall promptly repay to each applicable Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to
retain pursuant to the terms of paragraph (c) of Section 3.05 and that remain in such account. 

(c) Upon the occurrence and during the continuance of an Event of Default and with prior written notice to the
Parent Borrower, all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a) of Section 3.05, and the obligations of the Collateral Agent under paragraph
(b) of Section 3.05, shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers;
provided, however, that, unless otherwise directed by the Required Lenders, the Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default and the provision of the notice
referred to above to permit the Grantors to exercise such rights. To the extent the notice referred to in the first sentence of this paragraph (c) has been given, after all Events of Default have been cured or waived, each Grantor shall
have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a) of Section 3.05, and the Collateral Agent shall
again have the obligations under paragraph (b) of Section 3.05. 
 (d) Notwithstanding
anything to the contrary contained in this Section 4.01, if a Bankruptcy Default shall have occurred and be continuing, the Collateral Agent shall not be required to give any notice referred to in Section 3.05 or this
Section 4.01 in order to exercise any of its rights described in said Sections, and the suspension of the rights of each of the Grantors under said Sections shall be automatic upon the occurrence of such Bankruptcy Default. 

SECTION 4.02. Uniform Commercial Code and Other Remedies. Upon the occurrence and during the
continuance of an Event of Default, each Grantor agrees to deliver each item of Collateral to the Collateral Agent on written demand, and it is agreed that the Collateral Agent shall have the right to take any of or all the following actions at the
same or different times: (a) with respect to any Collateral consisting of Intellectual Property, on written demand, to cause the Security Interest to become an assignment, transfer and conveyance of any of or all such Collateral by
the applicable Grantor to the Collateral Agent, or to license or sublicense, whether general, special or otherwise, and whether on an exclusive or nonexclusive basis, any such Collateral throughout the world on such terms and conditions and in
such manner as the Collateral Agent shall determine (other than in violation of any then-existing licensing arrangements), (b) to withdraw any and all cash or other Collateral from the Cash Collateral Account and to apply such cash and other
Collateral to the payment of any and all Obligations in the manner provided in Section 4.03, (c) with or without legal process and with or without prior notice or demand for performance, to take possession of the Collateral without
breach of the 

  
 19 










 peace, and subject to the terms of any related lease agreement, to enter any premises where
the Collateral may be located for the purpose of taking possession of or removing the Collateral, and (d) generally, to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable
law. Without limiting the generality of the foregoing, each Grantor agrees that the Collateral Agent shall have the right, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all or any part of the
Collateral at a public or private sale or at any broker’s board or on any securities exchange upon such commercially reasonable terms and conditions as it may deem necessary, for cash, upon credit or for future delivery as the Collateral Agent
shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it necessary to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the
Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers
thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely, free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of
redemption, stay and appraisal which such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. 

The Collateral Agent shall give each applicable Grantor 10 days’ written notice (which each Grantor agrees is
reasonable notice within the meaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Collateral. Such notice, in the case of a public sale, shall
state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will
first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such
sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall
not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any
public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In
case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent
shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the
extent permitted by law, private) sale made pursuant to this Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by applicable law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor
(all said rights being also hereby waived and released to the extent permitted by applicable law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured
Party from any Grantor as a credit against the purchase price, and such Secured 

  
 20 










 Party may, upon compliance with the terms of sale, hold, retain and dispose of such property
without further accountability to any Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale
pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of
Default shall have been remedied and the Obligations (other than contingent obligations) paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in
equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. 

Until the Termination Date, each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all
officers, employees or agents designated in writing by the Collateral Agent) as such Grantor’s true and lawful agent (and attorney-in-fact) for the purpose, upon the occurrence and during the continuance of an Event of Default, of making,
settling and adjusting claims in respect of Collateral under policies of insurance, endorsing the name of such Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all
determinations and decisions with respect thereto. Upon the occurrence and during the continuance of an Event of Default, in the event that any Grantor at any time or times shall fail to obtain or maintain any of the policies of insurance
required under the Credit Agreement or to pay any premium in whole or part relating thereto, the Collateral Agent may upon prior written notice to such Grantor, without waiving or releasing any obligation or liability of any Grantor hereunder or any
Default or Event of Default, in its sole discretion, obtain and maintain such policies of insurance and pay such premium and take any other actions with respect thereto as the Collateral Agent deems necessary. All sums disbursed by the
Collateral Agent in connection with this paragraph, including attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable, upon written demand as provided in Section 9.05 of the Credit Agreement, by the
Grantors to the Collateral Agent and shall be additional Obligations secured hereby. 
 SECTION
4.03. Application of Proceeds. If an Event of Default shall have occurred and be continuing the Collateral Agent shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral in
accordance with Section 2.17 of the Credit 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. 
 SECTION
4.04. Grant of License to Use Intellectual Property. For the purpose of enabling the Collateral Agent to exercise its rights and remedies in this Article IV at such time as the Collateral Agent shall be lawfully entitled to
exercise such rights and remedies, each Grantor hereby grants to the Collateral Agent (until the termination of this Agreement and subject to Section 7.14) an irrevocable nonexclusive license (exercisable without payment of royalty 

  
 21 










 or other compensation to the Grantors), subject in all respects to any
Licenses to use, license or sublicense any of the Collateral consisting of know how, Patents, Copyrights and Trademarks, now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license access to
all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof. The use of such license by the Collateral Agent may be exercised, at the option of
the Collateral Agent, only upon the occurrence and during the continuation of an Event of Default; provided, however, that any license or sublicense entered into by the Collateral Agent with a third party in accordance with this
Section 4.04 shall be binding upon each Grantor notwithstanding any subsequent cure of an Event of Default, except to the extent that such license or sublicense would invalidate or render unenforceable any such Grantor’s Intellectual
Property. 
 SECTION 4.05. Securities Act, Etc. In view of the position of
the Grantors in relation to the Pledged Collateral, or because of other current or future circumstances, a question may arise under the U.S. Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter enacted analogous in
purpose or effect (such Act and any such similar statute as from time to time in effect being called the “Federal Securities Laws”) with respect to any disposition of the Pledged Collateral permitted hereunder. Each Grantor
understands that compliance with the Federal Securities Laws might very strictly limit the course of conduct of the Collateral Agent if the Collateral Agent were to attempt to dispose of all or any part of the Pledged Collateral, and might also
limit the extent to which or the manner in which any subsequent transferee of any Pledged Collateral could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Collateral Agent in any attempt to
dispose of all or part of the Pledged Collateral under applicable “blue sky” or other state securities laws or similar laws analogous in purpose or effect. Each Grantor recognizes that to the extent such restrictions and limitations
apply to any proposed sale of Pledged Collateral, the Collateral Agent may, with respect to any sale of such Pledged Collateral, limit the purchasers to those who will agree, among other things, to acquire such Pledged Collateral for their own
account, for investment, and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that to the extent such restrictions and limitations apply to any proposed sale of Pledged Collateral, the Collateral
Agent, in its sole and absolute discretion (a) may proceed to make such a sale whether or not a registration statement for the purpose of registering such Pledged Collateral or part thereof shall have been filed under the Federal Securities
Laws and (b) may approach and negotiate with a limited number of potential purchasers (including a single potential purchaser) to effect such sale. Each Grantor acknowledges and agrees that any such sale might result in prices and other
terms less favorable to the seller than if such sale were a public sale without such restrictions. In the event of any such sale, the Collateral Agent shall incur no responsibility or liability for selling all or any part of the Pledged Collateral
at a price that the Collateral Agent, in its sole and absolute discretion, may in good faith deem reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were
deferred until after registration as aforesaid or if more than a limited number of purchasers (or a single purchaser) were approached. The provisions of this Section 4.05 will apply notwithstanding the existence of a public or
private market upon which the quotations or sales prices may exceed substantially the price at which the Collateral Agent sells. 

  
 22 










 ARTICLE V 
 Indemnity, Subrogation and Subordination 
 SECTION 5.01. Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to
Section 5.03), the applicable Borrowers agree that (a) in the event a payment shall be made by any Guarantor under this Agreement, the applicable Borrowers shall indemnify such Guarantor for the full amount of such payment and such
Guarantor shall be subrogated to the rights of the person to whom such payment shall have been made to the extent of such payment and (b) in the event any assets of any Guarantor shall be sold pursuant to this Agreement or any other Security
Document to satisfy in whole or in part a claim of any Secured Party, the Borrowers shall indemnify such Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold. 

SECTION 5.02. Contribution and Subrogation. Each Guarantor (a “Contributing
Guarantor”) agrees (subject to Section 5.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation or Parent Borrower Guaranteed Obligations, as applicable, or assets of any
other Guarantor shall be sold pursuant to any Security Document to satisfy any Obligation or Parent Borrower Guaranteed Obligations, as applicable, owed to any Secured Party, and such other Guarantor (the “Claiming Guarantor”) shall
not have been fully indemnified by a Borrower as provided in Section 5.01, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to (i) the amount of such payment or (ii) the greater of the book
value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net
worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 7.16, the date of the supplement hereto executed and delivered by such Guarantor). Any Contributing
Guarantor making any payment to a Claiming Guarantor pursuant to this Section 5.02 shall be subrogated to the rights of such Claiming Guarantor under Section 5.01 to the extent of such payment. 

SECTION 5.03. Subordination. Notwithstanding any provision of this Agreement to the contrary, all
rights of the Guarantors under Sections 5.01 and 5.02 and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the Loan Document Obligations until the Termination
Date; provided, that if any amount shall be paid to such Grantor on account of such subrogation rights at any time prior to the Termination Date, such amount shall be held in trust for the benefit of the Secured Parties and shall promptly be
paid to the Collateral Agent to be credited and applied against the Obligations or Parent Borrower Guaranteed Obligations, as applicable, whether matured or unmatured, in accordance with Section 4.03. No failure on the part of a
Borrower or any Guarantor to make the payments required by Sections 5.01 and 5.02 (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of any Guarantor with
respect to its obligations hereunder, and each Guarantor shall remain liable for the full amount of its obligations hereunder. 

  
 23 










 ARTICLE VI 
 [RESERVED] 
 ARTICLE VII 

Miscellaneous 
 SECTION 7.01. Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 9.01 of
the Credit Agreement. All communications and notices hereunder to any Subsidiary Guarantor shall be given to it in care of the Parent Borrower as provided in Section 9.01 of the Credit Agreement. 

SECTION 7.02. Survival of Agreement. All covenants, agreements, representations and warranties
made by the Loan Parties herein or any other Loan Document shall be considered to have been relied upon by the Lenders and the Issuing Banks and shall survive the making by the Lenders of any Loans and issuance of any Letters of Credit by each
Issuing Bank, regardless of any investigation made by any Lender or Issuing Bank or on their behalf and notwithstanding that the Collateral Agent, any Issuing Bank or any Lender may have had notice or actual knowledge of any Default at the time of
any Credit Event, and shall continue in full force and effect until the Termination Date. 
 SECTION
7.03. Binding Effect; Several Agreement. This Agreement shall become effective when it shall have been executed by the Loan Parties and the Collateral Agent and when the Collateral Agent shall have received counterparts
hereof which, when taken together, bear the signatures of each of the other parties hereto. This Agreement shall be construed as a separate agreement with respect to each Loan Party and may be amended, modified, supplemented, waived or released
with respect to any Loan Party without the approval of any other Loan Party and without affecting the obligations of any other Loan Party hereunder. 
 SECTION 7.04. Successors and Assigns. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and
assigns of such party; and all covenants, promises and agreements by or on behalf of any Grantor or the Collateral Agent that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns. 

SECTION 7.05. Collateral Agent’s Expenses; Indemnity. 

(a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its reasonable
out-of-pocket expenses incurred hereunder as provided in Section 9.05 of the Credit Agreement. 

(b) Without limitation of its indemnification obligations under the other Loan Documents, each Grantor agrees to
indemnify the Collateral Agent and the other Indemnitees as provided in Section 9.05 of the Credit Agreement. 

  
 24 










 (c) Any such amounts payable as provided hereunder shall be additional
Obligations secured hereby and by the other Security Documents. The provisions of this Section 7.05 shall survive the Termination Date. 
 SECTION 7.06. Collateral Agent Appointed Attorney-in-Fact. Until the Termination Date, each Grantor hereby appoints the Collateral Agent as the attorney-in-fact of such Grantor for
the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary to accomplish the
purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default,
with full power of substitution either in the Collateral Agent’s name or in the name of such Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment
relating to the Collateral or any part thereof, (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral, (c) to sign the name of any Grantor on any invoice or bill of
lading relating to any of the Collateral, (d) to send verifications of Accounts to any Account Debtor, (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to
collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral, (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the
Collateral, (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent or the Cash Collateral Account, and (h) to use, sell, assign, transfer, pledge, make any agreement with
respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement in accordance with its terms, as fully and completely as though the Collateral Agent were the
absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or
sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property
covered thereby. The Collateral Agent and the Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or
agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence, willful misconduct, fraud or bad faith. The foregoing powers of attorney being coupled with an interest, are irrevocable
until the Security Interest shall have terminated in accordance with the terms hereof. 
 SECTION
7.07. Applicable Law. THIS AGREEMENT (OTHER THAN LETTERS OF CREDIT AND AS EXPRESSLY SET FORTH IN OTHER LOAN DOCUMENTS) SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. EACH LETTER
OF CREDIT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OR RULES DESIGNATED IN SUCH LETTER OF CREDIT, OR IF NO SUCH LAWS OR RULES ARE DESIGNATED, THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS MOST RECENTLY
PUBLISHED AND IN EFFECT, ON THE DATE 

  
 25 










 SUCH LETTER OF CREDIT WAS ISSUED, BY THE INTERNATIONAL CHAMBER OF COMMERCE
(THE “UNIFORM CUSTOMS”) AND, AS TO MATTERS NOT GOVERNED BY THE UNIFORM CUSTOMS, THE LAWS OF THE STATE OF NEW YORK. 
 SECTION 7.08. Waivers; Amendment. 

(a) No failure or delay by the Collateral Agent, the Administrative Agent, any Issuing Bank or any Lender in
exercising any right or power hereunder or under any other Loan Document shall operate as a waiver hereof or thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such
a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Collateral Agent, the Administrative Agent, the Issuing Banks and the Lenders hereunder and under the
other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of this Agreement or any other Loan Document or consent to any departure by any Loan Party therefrom shall in any
event be effective unless the same shall be permitted by paragraph (b) of this Section 7.08, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting
the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Collateral Agent, any Lender or any Issuing Bank may have had notice or knowledge of
such Default at the time. Except as otherwise provided herein, no notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. 

(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an
agreement or agreements in writing entered into by the Collateral Agent and the Loan Parties that are party thereto and are affected by such waiver, amendment or modification, subject to Section 9.08 of the Credit Agreement. 

SECTION 7.09. WAIVER OF JURY TRIAL. EACH PARTY HERETO (AND EACH OTHER SECURED PARTY BY ITS
ACCEPTANCE OF THE BENEFITS HEREOF) HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION 7.09. 
 SECTION 7.10. Severability. In the event any one
or more of the provisions contained in this Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein
shall not in any way be affected or impaired thereby (it being understood 

  
 26 










 that the invalidity of a particular provision in a particular jurisdiction shall not in and
of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as
close as possible to that of the invalid, illegal or unenforceable provisions. 
 SECTION
7.11. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute
a single contract, and shall become effective as provided in Section 7.03. Delivery of an executed signature page to this Agreement by facsimile, pdf or other electronic transmission shall be as effective as delivery of a manually
signed counterpart of this Agreement. 
 SECTION 7.12. Headings. Article and Section
headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement. 

SECTION 7.13. Jurisdiction; Consent to Service of Process. 

(a) Each of the parties and the Secured Parties, by their acceptance of the benefits of this Agreement hereby
irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America, sitting in New York City, and any appellate court from any thereof,
in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto and the Secured Parties, by their acceptance of the benefits of
this Agreement hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the
parties hereto and the Secured Parties, by their acceptance of the benefits of this Agreement agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in
any other manner provided by law. Nothing in this Agreement shall affect any right that the Collateral Agent, the Administrative Agent, the Issuing Banks or any Lender may otherwise have to bring any action or proceeding relating to this
Agreement or the other Loan Documents against any Grantor or its properties in the courts of any jurisdiction. 

(b) Each of the parties hereto and the Secured Parties, by their acceptance of the benefits of this Agreement hereby
irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this
Agreement or the other Loan Documents in any New York State or Federal court. Each of the parties hereto and the Secured Parties, by their acceptance of the benefits of this Agreement hereby irrevocably waives, to the fullest extent permitted
by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. 

  
 27 










 (c) Each party hereto and the Secured Parties, by their acceptance of
the benefits of this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any
other manner permitted by law. 
 SECTION 7.14. Termination or Release. 

(a) This Agreement, the Guarantees made herein, the Security Interest, the pledge of the Pledged Collateral and all
other security interests granted hereby (including, without limitation, the licenses granted by the Grantors and the Collateral Agents pursuant to Section 4.04) shall automatically terminate on the Termination Date (other than to the extent any
funds are on deposit in the Cash Collateral Account in respect of any L/C Backstop, in which case, the Security Interest in such Cash Collateral Account shall continue until released by the relevant Issuing Bank). 

(b) Any Guarantor shall automatically be released from its obligations hereunder and the Security Interests created
hereunder in the Collateral of such Guarantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement (including, without limitation, in connection with the Foreign Subsidiary Reorganization) as a
result of which such Guarantor ceases to be a Loan Party. 
 (c) Upon any sale or other transfer by any
Grantor of any Collateral that is permitted under the Credit Agreement (including, without limitation, in connection with the Foreign Subsidiary Reorganization) to any person that is not a Borrower or a Grantor, or, upon the effectiveness of any
written consent to the release of the Security Interest granted hereby in any Collateral pursuant to Section 9.08 of the Credit Agreement, the Security Interest in such Collateral shall be automatically released, and the licenses granted by the
Grantors and the Collateral Agent pursuant to Section 4.04 shall be automatically terminated. 

(d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) above, the
Collateral Agent shall promptly execute and deliver to any Grantor, at such Grantor’s expense, all Uniform Commercial Code termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or
release. Any execution and delivery of documents pursuant to this Section 7.14 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent
has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 7.05, the Borrowers shall reimburse the Collateral Agent upon written demand for all reasonable out-of-pocket
costs and expenses, including the fees, charges and expenses of counsel, incurred by it in connection with any action contemplated by this Section 7.14 as provided in Section 9.05 of the Credit Agreement. 

(e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding
paragraph (d) above, it shall, upon the reasonable request of the Collateral Agent, deliver to the Collateral Agent an officer’s certificate certifying that the release of the respective Collateral is permitted pursuant to paragraph (a),
(b) or (c). The Collateral Agent shall have no liability whatsoever to any Secured Party as the result of any release of 

  
 28 










 Collateral by it as permitted (or which the Collateral Agent in good faith believes to be
permitted) by this Section 7.14. 
 SECTION 7.15. [RESERVED]. 

SECTION 7.16. Additional Subsidiaries. Pursuant to Section 5.09 of the Credit Agreement, each wholly owned
Restricted Subsidiary (other than a Foreign Subsidiary, an Excluded Subsidiary, or a Domestic Subsidiary that is a disregarded entity for United States federal income tax purposes owned by a non-disregarded non-United States entity) that was not in
existence or not a subsidiary on the Closing Date is required to enter into this Agreement as a Subsidiary Guarantor and a Grantor upon becoming such a subsidiary. Upon execution and delivery by the Collateral Agent and such subsidiary of a
supplement in the form of Exhibit A hereto, such subsidiary shall become a Subsidiary Guarantor and a Grantor hereunder with the same force and effect as if originally named as a Subsidiary Guarantor and a Grantor herein. The execution
and delivery of any such instrument shall not require the consent of any other Loan Party hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Loan
Party as a party to this Agreement. 
 SECTION 7.17. Security Interest and Obligations
Absolute 
 . Subject to Section 7.14 hereof, all rights of the Collateral Agent
hereunder, the Security Interest, the grant of a security interest in the Pledged Collateral and all obligations of each Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the
Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other
term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document, or any other agreement or instrument (so long as the same are made in accordance with the
terms of Section 9.08 of the Credit Agreement), (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or
guaranteeing all or any of the Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Grantor in respect of the Obligations or this Agreement. 

SECTION 7.18. Effectiveness of Merger. Upon the consummation of the Merger, the Company shall
succeed to all the rights and obligations of Merger Sub under this Agreement, without any further action by any Person. 
 SECTION 7.19. Obligations of the Foreign Subsidiary Borrowers. Notwithstanding anything contained herein or in the other Loan Documents to the contrary, none of the Foreign
Subsidiary Borrowers shall be liable for any Domestic Obligations, and none of the Collateral pledged by any Foreign Subsidiary Borrower shall secure any Domestic Obligations. In addition, any insurance proceeds from any Collateral pledged by
any Foreign Subsidiary Borrower shall not be available to secure any Domestic Obligations. 
 [Remainder of page intentionally
left blank] 

  
 29 










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

			
	VWR INVESTORS, INC.
		
	By:	 	  

		 	 Name:

Title:



  

			
	VARIETAL DISTRIBUTION MERGER SUB, INC.
		
	By:	 	  

		 	 Name:

Title:



 CDRV INVESTORS, INC. 
 HEREBY ABSOLUTELY, IRREVOCABLY 
 AND UNCONDITIONALLY ASSUMES ALL 

OBLIGATIONS OF VARIETAL 
 DISTRIBUTION MERGER SUB, INC. 
 UNDER THIS AGREEMENT. 

 

			
	CDRV INVESTORS, INC.
		
	 By:
	 	  

		 	Name:
		 	Title:

 [SIGNATURE PAGE TO GUARANTEE AND COLLATERAL AGREEMENT] 








  

			
	VWR INTERNATIONAL, INC.
		
	By:	 	  

		 	Name:
		 	Title:
	
	VWR MANAGEMENT SERVICES LLC
	
	By: VWR International, Inc.
	Its: Sole Member
		
	By:	 	  

		 	Name:
		 	Title:
	
	VWR, INC.
		
	By:	 	  

		 	Name:
		 	Title:
	
	WARD’S NATURAL SCIENCE ESTABLISHMENT, LLC
		
	By:	 	  

		 	Name:
		 	Title:
	
	SCIENCE KIT, LLC
		
	By:	 	  

		 	Name:
		 	Title:










  

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

		 	Name:
		 	Title:










 Schedule I to the 

Guarantee and 

Collateral Agreement 
 Subsidiary Guarantors 
  

	1.	 VWR International, Inc. 


  

	2.	 VWR Management Services LLC 


  

	3.	 VWR, Inc. 


  

	4.	 Ward’s Natural Science Establishment, LLC 


  

	5.	 Science Kit, LLC 










 Schedule II to the 

Guarantee and 

Collateral Agreement 
 Equity Interests; Pledged Debt Securities 
 Equity Interests: 

 

			September 30,		September 30,		September 30,		September 30,
	 Issuer
	    	Number of
Certificate	    	 Registered

Owner
	    	 Number and Class

of Equity Interests
	    	Percentage of
Equity Interests
	 CDRV Investors, Inc.1
	    	C-1	    	VWR Investors, Inc.	    	1,000 shares of Common Stock	    	100%
	 CDRV International Holdings, Inc.
	    	C-1	    	CDRV Holdings, Inc.2	    	65 shares of Common Stock	    	65%
	 VWR Management Services LLC
	    	N/A	    	VWR International, Inc.	    	N/A	    	100%
	 VWR Inc.
	    	C-3	    	VWR International, Inc.3	    	100 shares of Common Stock	    	100%
	 Ward’s Natural Science Establishment, LLC
	    	2	    	VWR International, Inc.3	    	membership interest	    	100%
	 Science Kit, LLC
	    	2	    	VWR International, Inc.3	    	membership interest	    	100%
	 VWR International Holdings, Inc.
	    	C-1	    	VWR International, Inc.3	    	65 shares of Common Stock	    	65%

 Pledged Debt Securities: None. 
  

 

	1 	 Upon the effective time of the Merger, this entity will be renamed VWR Funding, Inc. Thus the stock certificate will be registered in the name of
VWR Funding, Inc. as the issuer. 


  

	2 	 Immediately following the effective time of the Merger, this entity will merge with and into CDRV Investment Holdings Corp., which will merge with
and into VWR Funding, Inc. Thus the stock certificate will be registered in the name of VWR Funding, Inc. as the holder. 


  

	3 	 Immediately following the effective time of the Merger, this entity will be converted to a limited liability company and will be renamed VWR
International, LLC. Thus the stock certificate will be registered in the name of VWR International, LLC as the holder. 










 Schedule III to the 

Guarantee and 

Collateral Agreement 
 Intellectual Property 
 U.S. COPYRIGHTS OWNED BY GRANTOR 

U.S. Copyright Registrations 
 None. 
 Pending U.S. Copyright Applications for Registration 

None. 








 PATENTS OWNED BY GRANTORS 

U.S. Patents 
  

			September 30,			September 30,				September 30,	
	 Registered Owner
	    	 Description
	    	Registration
Number	 	    	Issue
Date	 
	 VWR International, Inc.
	    	Method and device for carrying out chromatographic analyses in an automatic and optimized manner	    	 	7,216,039	  	    	 	5/8/2007	  

 U.S. Patent Applications 
 None. 








 TRADEMARKS OWNED BY GRANTORS 

U.S. Trademark Registrations 
  

							
	 Owner
	  	Mark	  	Reg. Date	  	Reg.No.
	 VWR International, Inc.
	  	ARISTAR	  	6/30/1970	  	0,893,518
	 VWR International, Inc.
	  	ASTROSCAN	  	4/10/1979	  	1,116,330
	 VWR International, Inc.
	  	BDH
 



 
	  	4/12/2005	  	2,939,073
	 VWR International, Inc.
	  	BOREAL	  	7/19/1977	  	1,069,760
	 VWR International, Inc.
	  	BOREAL VIDEOSKOPE	  	10/29/2002	  	2,643,250
	 VWR International, Inc.
	  	BOREALENE	  	7/15/1975	  	1,015,568
	 VWR International, Inc.
	  	CENCO
 



 
	  	4/5/1949	  	0,442,396
	 VWR International, Inc.
	  	CENCO
 



 
	  	1/4/1955	  	0,600,340
	 VWR International, Inc.
	  	CENCO	  	4/18/1995	  	1,889,745
	 VWR International, Inc.
	  	CHROMSWORD	  	3/26/2002	  	2,552,061
	 VWR International, Inc.
	  	CITRI-PURE	  	1/20/1998	  	2,130,432
	 VWR International, Inc.
	  	CRITICAL STEP	  	5/13/1997	  	2,061,430
	 VWR International, Inc.
	  	CRITICAL SWAB	  	6/12/2001	  	2,459,648
	 VWR International, Inc.
	  	CRYOPRO	  	4/15/2003	  	2,707,864
	 VWR International, Inc.
	  	DYLASTIR	  	11/11/1969	  	0,880,437
	 RECORDAL IN PROCESS
	  	EZPREP	  	1/8/2006	  	Intl. 830
514
US
3123780

	 VWR International, Inc.
	  	FIRST CLASS SERVICE -
WORLD CLASS PEOPLE	  	4/22/2003	  	2,710,040
	 VWR International, Inc.
	  	GURR	  	4/5/1988	  	1,482,886
	 VWR International, Inc.
	  	GYRATHERM	  	4/7/1998	  	2,149,452
	 VWR International, Inc.
	  	LABTONE
 



 
	  	8/2/1949	  	0,513,198
	 VWR International, Inc.
	  	MOLECULAR GLOBE DESIGN
 



 
	  	1/2/2001	  	2,416,894
	 VWR International, Inc.
	  	PAK RAK	  	8/27/2002	  	2,611,681
	 VWR International, Inc.
	  	REDI-CAP	  	7/2/2002	  	2,588,517
	 VWR International, Inc.
	  	REDI-PAK	  	9/17/2002	  	2,621,112









  

			September 30,		September 30,		September 30,
	 Owner
	    	Mark	    	Reg. Date	    	Reg.No.
	 VWR International, Inc.
	    	SCHOLAR	    	5/10/2005	    	2,948,761
	 VWR International, Inc.
	    	SCIENTIFICS	    	4/8/1980	    	1,132,780
	 VWR International, Inc.
	    	SK
 



 
	    	8/5/1969	    	0,874,235
	 VWR International, Inc.
	    	SPEC-WIPE	    	6/12/2001	    	2,459,647
	 VWR International, Inc.
	    	TALON	    	9/5/1995	    	1,915,968
	 VWR International, Inc.
	    	TEACHER DEVELOPED
CLASSROOM TESTED 



 
	    	9/26/1995	    	1,921,534
	 VWR International, Inc.
	    	TRACECLEAN	    	2/18/2003	    	2,688,050
	 VWR International, Inc.
	    	VIAL TO VOLUME	    	2/18/2003	    	2,688,292
	 VWR International, Inc.
	    	VWR	    	2/3/1976	    	1,032,578
	 VWR International, Inc.
	    	VWR	    	8/28/1984	    	1,291,565
	 VWR International, Inc.
	    	



 	    	1/25/2005	    	2,921,089
	 VWR International, Inc.
	    	



 	    	2/1/2005	    	2,923,685
	 VWR International, Inc.
	    	



 	    	1/6/2004	    	2,803,120
	 VWR International, Inc.
	    	VWR INTERNATIONAL	    	1/25/2005	    	2,921,088
	 VWR International, Inc.
	    	VWR SCIENTIFIC
 



 
	    	2/27/1979	    	1,114,292
	 VWR International, Inc.
	    	VWR STOCKTRACKER	    	9/12/2006	    	3,142,530
	 VWR International, Inc.
	    	WAVER	    	3/30/1993	    	1,761,192

 U.S. Trademark Applications 

 

							
	 Owner
	  	Mark	  	Filing
Date	  	Application
No.
	 VWR International, Inc.
	  	ACROSS THE
CURRICULUM . . .	  	11/30/2005	  	78/763,205
	 VWR International, Inc.
	  	VWR LABSHOP	  	08/30/2005	  	78/691,633









 Schedule IV to the 

Guarantee and 

Collateral Agreement 
 Offices for UCC Filings 
  

			
	 Grantor
	 	 UCC Filing Offices

	 VWR Investors, Inc.
	 	Delaware Secretary of State
	 Varietal Distribution Merger Sub, Inc.
	 	Delaware Secretary of State
	 CDRV Investors, Inc.
	 	Delaware Secretary of State
	 VWR International, Inc.
	 	Delaware Secretary of State
	 VWR Management Services LLC
	 	Delaware Secretary of State
	 VWR, Inc.
	 	Delaware Secretary of State
	 Ward’s Natural Science Establishment, LLC
	 	Delaware Secretary of State
	 Science Kit, LLC
	 	Delaware Secretary of State









 Schedule V to the 

Guarantee and 

Collateral Agreement 
 UCC Information 
  

											
	 Legal Name
	 	 Type of

Entity
	 	 Organizational

Number
	 	 Federal

Taxpayer

Identification
 Number
	 	 State of

Formation
	  	 Mailing

Address

						
	 VWR Investors, Inc.
	 	corporation	 	4356963	 	26-0237871	 	Delaware	  	Three First National Plaza, Suite 3800, Chicago, Illinois 60602
						
	 Varietal Distribution Merger Sub, Inc.
	 	corporation	 	4343080	 	26-0177694	 	Delaware	  	Three First National Plaza, Suite 3800, Chicago, Illinois 60602
						
	 CDRV Investors, Inc.
	 	corporation	 	3756812	 	56-2445503	 	Delaware	  	1310 Goshen Parkway, West Chester, Pennsylvania 19380
						
	 VWR Management Services LLC
	 	limited liability company	 	4033934	 	59-3830720	 	Delaware	  	1310 Goshen Parkway, West Chester, Pennsylvania 19380
						
	 VWR International, Inc.
	 	corporation	 	3769782	 	91-1319190	 	Delaware	  	1310 Goshen Parkway, West Chester, Pennsylvania 19380









  

															
	 Legal Name
	  	 Type of

Entity
	  	Organizational
Number	 	  	Federal
Taxpayer
Identification
Number	 	  	State of
Formation	  	 Mailing

Address

						
	 VWR, Inc.
	  	corporation	  	 	3185375	  	  	 	51-0397263	  	  	Delaware	  	1310 Goshen Parkway, West Chester, Pennsylvania 19380
						
	 Ward’s Natural Science Establishment, LLC
	  	limited liability company	  	 	0746124	  	  	 	16-0971836	  	  	Delaware	  	5100 West Henrietta Road, West Henrietta, New York 14586
						
	 Science Kit, LLC
	  	limited liability company	  	 	4085420	  	  	 	16-0807641	  	  	Delaware	  	777 East Park Drive, Tonawanda, New York 14150









 Exhibit A to the 
 Guarantee and 
 Collateral Agreement 

SUPPLEMENT NO. [•] (this “Supplement”) dated as of [•], to the Guarantee and
Collateral Agreement dated as of June 29, 2007 (the “Guarantee and Collateral Agreement”), among VWR INVESTORS, INC., a Delaware corporation (“Intermediate Holdco”), VARIETAL DISTRIBUTION MERGER SUB., INC., a
Delaware corporation (“Merger Sub”) to be merged with and into CDRV INVESTORS, INC. (the “Company”), each subsidiary of the Parent Borrower from time to time party thereto (each such subsidiary individually a
“Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”; the Subsidiary Guarantors, the Borrowers and Intermediate Holdco are referred to collectively herein as the “Grantors”) and BANK
OF AMERICA, N.A., as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined therein). 
 A. Reference is made to the Credit Agreement dated as of June 29, 2007 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among the Borrowers, the lenders from time to time party thereto (the “Lenders”), and Bank of America, N.A., as administrative agent for the Lenders and as Collateral Agent. 

B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in
the Credit Agreement or the Guarantee and Collateral Agreement referred to therein, as applicable. 

C. The Grantors have entered into the Guarantee and Collateral Agreement in order to induce the Lenders to make
Loans and the Issuing Banks to issue Letters of Credit. Section 7.16 of the Guarantee and Collateral Agreement provides that certain additional Restricted Subsidiaries of the Borrowers may become Subsidiary Guarantors and Grantors
under the Guarantee and Collateral Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned subsidiary (the “New Subsidiary”) is executing this Supplement in accordance with the
requirements of the Credit Agreement to become a Subsidiary Guarantor and a Grantor under the Guarantee and Collateral Agreement in order to induce the Lenders to make additional Loans and the Issuing Banks to issue additional Letters of Credit as
consideration for Loans previously made and Letters of Credit previously issued, to induce the Hedge Creditors to enter into and/or maintain Hedging Obligations and to induce the Cash Management Creditors to enter into and/or maintain Cash
Management Obligations with one or more Loan Parties with one or more Loan Parties. 
 Accordingly, the
Collateral Agent and the New Subsidiary agree as follows: 








 SECTION 1. In accordance with Section 7.16 of the Guarantee
and Collateral Agreement, the New Subsidiary by its signature below becomes a Grantor and Subsidiary Guarantor under the Guarantee and Collateral Agreement with the same force and effect as if originally named therein as a Grantor and Subsidiary
Guarantor and the New Subsidiary hereby (a) agrees to all the terms and provisions of the Guarantee and Collateral Agreement applicable to it as a Grantor and Subsidiary Guarantor thereunder and (b) represents and warrants that the
representations and warranties made by it as a Grantor and Subsidiary Guarantor thereunder are true and correct in all material respects on and as of the date hereof (for this purpose, as though references therein to the Closing Date were to the
date hereof). In furtherance of the foregoing, the New Subsidiary, as security for the payment and performance in full of the Obligations (as defined in the Guarantee and Collateral Agreement), does hereby create and grant to the Collateral
Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, their successors and permitted assigns, a security interest in and lien on all of the New Subsidiary’s right, title and interest in and to the
Collateral (as defined in the Guarantee and Collateral Agreement) of the New Subsidiary. Each reference to a “Grantor” or a “Subsidiary Guarantor” in the Guarantee and Collateral Agreement shall be deemed to include the New
Subsidiary. The Guarantee and Collateral Agreement is hereby incorporated herein by reference. 
 SECTION
2. The New Subsidiary represents and warrants to the Collateral Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable
against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws relating to the enforcement of creditors’ rights generally and by general equitable principles.

 SECTION 3. This Supplement may be executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Collateral Agent shall have received counterparts of this Supplement
that, when taken together, bear the signatures of the New Subsidiary and the Collateral Agent. Delivery of an executed signature page to this Supplement by facsimile, pdf or other electronic transmission shall be as effective as delivery of a
manually signed counterpart of this Supplement. 
 SECTION 4. The New Subsidiary hereby represents and
warrants to the Collateral Agent and the Secured Parties that as of the date hereof (a) Schedule I attached hereto correctly sets forth (i) any and all Equity Interests and Pledged Debt Securities now owned by the New Subsidiary and
(ii) any and all Intellectual Property now owned by the New Subsidiary and (b) set forth under its signature hereto, is the exact legal name (as such name appears on its certificate or articles of incorporation or formation) of the New
Subsidiary and its jurisdiction of organization. 
 SECTION 5. Except as expressly supplemented hereby, the
Guarantee and Collateral Agreement shall remain in full force and effect. 
 SECTION 6. THIS SUPPLEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW 

  
 A-2










 YORK (WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF). 

SECTION 7. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Guarantee and Collateral Agreement shall not in any way be affected or impaired thereby (it being understood that the
invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid,
illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 

SECTION 8. All communications and notices hereunder shall (except as otherwise expressly permitted by the Guarantee
and Collateral Agreement) be in writing and given as provided in Section 9.01 of the Credit Agreement. All communications and notices hereunder to the New Subsidiary shall be given to it in care of the Borrowers as provided in Section 9.01
of the Credit Agreement. 
 SECTION 9. The New Subsidiary agrees to reimburse the Collateral Agent for its
reasonable out-of-pocket expenses in connection with this Supplement as provided in Section 9.05 of the Credit Agreement. 

  
 A-3










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

			
	[NAME OF NEW SUBSIDIARY],
		
	By:	 	  

		 	Name:
		 	Title:
		 	Address:
		 	Legal Name:
		 	Jurisdiction of Formation:
	
	BANK OF AMERICA, N.A., as Collateral Agent,
		
	By:	 	  

		 	Name:
		 	Title:
		
	By:	 	  

		 	Name:
		 	Title:



  
 A-4










 Schedule I to the 
 Supplement to Guarantee 
 and Collateral Agreement 

Collateral of the New Subsidiary 
 EQUITY INTERESTS 
  

									
	 Issuer
	  	 Number of
Certificate
	  	 Registered
Owner
	  	 Number and
Class of
Equity
Interest
	  	 Percentage
of
Equity
Interests


 PLEDGED DEBT SECURITIES 

 

							
	 Issuer
	  	 Principal Amount
	  	 Date of Note
	  	 Maturity Date



PLEDGED DEBT SECURITIES 
 [Follow format of Schedule III to the 
 Guarantee and Collateral Agreement.]