Pledge and Security Agreement



 Exhibit 10.51 
 PLEDGE AND SECURITY AGREEMENT 
 THIS PLEDGE AND SECURITY AGREEMENT (as it may be amended or modified
from time to time, this “Security Agreement”) is entered into as of August 3, 2009, by and among Heartland Payment Systems, Inc., a Delaware corporation (the “Borrower”), The Heartland Payroll Company, L.L.C.,
an Ohio limited liability company (“Payroll”), Debitek, Inc., a Delaware corporation (“Debitek”), Heartland Acquisition, LLC, a Delaware limited liability company (“Heartland Acquisition” and,
together with Payroll and Debitek, collectively, the “Guarantors”), and JPMorgan Chase Bank, N.A., in its capacity as administrative agent (in such capacity, together with its successors and assigns, the “Administrative
Agent”) for the lenders from time to time party to the Credit Agreement referred to below (collectively, the “Lenders”). 
 PRELIMINARY STATEMENTS 
 The Borrower, the Administrative Agent and the Lenders are party to that certain Amended and
Restated Credit Agreement dated as of May 30, 2008 (as amended by the Amendment referred to below, and as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).

 The Guarantors have executed those certain Guaranties (as defined in the Credit Agreement), pursuant to which they have guaranteed the
Secured Obligations (as hereinafter defined). 
 The Borrower, the Administrative Agent and the Lenders party thereto are entering into that
certain Amendment No. 1 and Limited Waiver dated as of the date hereof (the “Amendment”). 
 The Borrower and the
Guarantors (collectively, the “Grantors”) are entering into this Security Agreement in order to induce the Lenders to enter into the Amendment and to secure the Secured Obligations. 
 ACCORDINGLY, the Grantors and the Administrative Agent, on behalf of the Secured Parties, hereby agree as follows: 
 ARTICLE I 
 DEFINITIONS

 1.1. Terms Defined in Credit Agreement. All capitalized terms used herein and not otherwise defined shall have the meanings
assigned to such terms in the Credit Agreement. 
 1.2. Terms Defined in UCC. Terms defined in the UCC (as hereinafter defined) that
are not otherwise defined in this Security Agreement are used herein as defined in the UCC. 
 1.3. Definitions of Certain Terms Used
Herein. As used in this Security Agreement, in addition to the terms defined in the introductory paragraph and the Preliminary Statements of this Security Agreement, the following terms shall have the following meanings: 
 “Accounts” shall have the meaning set forth in Article 9 of the UCC. 







 “Article” means a numbered article of this Security Agreement, unless another document
is specifically referenced. 
 “Chattel Paper” shall have the meaning set forth in Article 9 of the UCC. 
 “Collateral” means all (a) Accounts; (b) Chattel Paper (including, without limitation, electronic chattel paper and tangible
chattel paper); (c) Commercial Tort Claims; (d) Copyrights, Patents, Trademarks and Licenses; (e) Deposit Accounts; (f) Documents; (g) Equipment; (h) Fixtures; (i) General Intangibles; (j) Goods;
(k) Instruments; (l) Inventory; (m) Investment Property; (n) Money; (o) letters of credit, Letter-of-Credit Rights and Supporting Obligations; (p) Commodities Accounts, (q) Securities Accounts and (r) all
accessions to, substitutions for and replacements, Proceeds, Stock Rights, insurance proceeds and products of the foregoing, together with all books and Records, customer lists, credit files, computer files, programs, printouts and other computer
materials and Records related thereto and any General Intangibles at any time evidencing or relating to any of the foregoing. 
 “Collateral Access Agreement” means any landlord waiver or other agreement, in form and substance reasonably satisfactory to the Administrative Agent, between the Administrative Agent and any third party (including any
bailee, consignee, customs broker, or other similar Person) in possession of any Collateral or any landlord of any Grantor for any real property where any Collateral is located, as such landlord waiver or other agreement may be amended, restated, or
otherwise modified from time to time. 
 “Commercial Tort Claims” shall have the meaning set forth in Article 9 of the UCC
and shall include those claims listed on Schedule 1 attached hereto. 
 “Commodity Account” shall have the meaning
set forth in Article 9 of the UCC. 
 “Control” shall have the meaning set forth in Article 8 or, if applicable, in
Section 9-104, 9-105, 9-106 or 9-107 of Article 9 of the UCC. 
 “Copyrights” means, with respect to any Person, all of
such Person’s right, title, and interest in and to the following: (a) all copyrights, rights and interests in copyrights, works protectable by copyright, copyright registrations, and copyright applications; (b) all renewals of any of
the foregoing; (c) all income, royalties, damages, and payments now or hereafter due and/or payable under any of the foregoing, including, without limitation, damages or payments for past or future infringements for any of the foregoing;
(d) the right to sue for past, present, and future infringements of any of the foregoing; and (e) all rights corresponding to any of the foregoing throughout the world. 
 “Deposit Account Control Agreement” means an agreement, in form and substance reasonably satisfactory to the Administrative Agent, among
a Grantor, a banking or financial institution with which a Deposit Account is maintained, and the Administrative Agent, which agreement grants the Administrative Agent Control of such Deposit Account and all deposits and balances held in such
Deposit Account. 







 “Deposit Accounts” shall have the meaning set forth in Article 9 of the UCC. 

“Documents” shall have the meaning set forth in Article 9 of the UCC. 
 “Equipment” shall have the meaning set forth in Article 9 of the UCC. 
 “Exhibit” refers to a specific exhibit to this Security Agreement, unless another document is specifically referenced. 
 “Fixtures” shall have the meaning set forth in Article 9 of the UCC. 
 “General Intangibles” shall have the meaning set forth in Article 9 of the UCC. 
 “Goods” shall have the meaning set forth in Article 9 of the UCC. 
 “Instruments” shall have the meaning set forth in Article 9 of the UCC. 
 “Inventory” shall have the meaning set forth in Article 9 of the UCC. 
 “Investment Property” shall have the meaning set forth in Article 9 of the UCC. 
 “Letter-of-Credit Rights” shall have the meaning set forth in Article 9 of the UCC. 
 “Licenses” means, with respect to any Person, all of such Person’s right, title, and interest in and to (a) any and all
licensing agreements or similar arrangements in and to its Patents, Copyrights, or Trademarks, (b) all income, royalties, damages, claims, and payments now or hereafter due or payable under and with respect thereto, including, without
limitation, damages and payments for past and future breaches thereof, and (c) all rights to sue for past, present, and future breaches thereof. 
 “Money” shall have the meaning set forth in Article 1 of the UCC. 
 “Patents” means, with respect to any Person, all of such Person’s right, title, and interest in and to: (a) any and all patents and patent applications; (b) all inventions and improvements described and
claimed therein; (c) all reissues, divisions, continuations, renewals, extensions, and continuations-in-part thereof; (d) all income, royalties, damages, claims, and payments now or hereafter due or payable under and with respect thereto,
including, without limitation, damages and payments for past and future infringements thereof; (e) all rights to sue for past, present, and future infringements thereof; and (f) all rights corresponding to any of the foregoing throughout
the world. 
 “Pledged Collateral” means all Instruments, Securities and other Investment Property of each of the Grantors,
whether or not physically delivered to the Administrative Agent pursuant to this Security Agreement. 
 “Proceeds” shall
have the meaning set forth in Article 9 of the UCC. 







 “Receivables” means the Accounts, Chattel Paper, Documents, Investment Property,
Instruments and any other rights or claims to receive money that are General Intangibles or which are otherwise included as Collateral. 
 “Records” shall have the meaning set forth in Article 9 of the UCC. 
 “Section” means a numbered
section of this Security Agreement, unless another document is specifically referenced. 
 “Secured Obligations” means, with
respect to the Borrower, all “Obligations” as defined in the Credit Agreement and, with respect to each Guarantor, all “Guaranteed Obligations” as defined in the Guaranty executed by such Guarantor. 
 “Secured Parties” means the holders from time to time of the Secured Obligations. 
 “Securities Account” shall have the meaning set forth in Article 8 of the UCC. 
 “Security” has the meaning set forth in Article 8 of the UCC. 
 “Stock Rights” means all dividends, instruments or other distributions and any other right or property that any Grantor shall receive or
shall become entitled to receive for any reason whatsoever with respect to, in substitution for or in exchange for any Equity Interest constituting Collateral, any right to receive an Equity Interest and any right to receive earnings, in which such
Grantor now has or hereafter acquires any right, issued by an issuer of such Equity Interest. 
 “Supporting Obligations”
shall have the meaning set forth in Article 9 of the UCC. 
 “Trademarks” means, with respect to any Person, all of such
Person’s right, title, and interest in and to the following: (a) all trademarks (including service marks), trade names, trade dress, and trade styles and the registrations and applications for registration thereof and the goodwill of the
business symbolized by the foregoing; (b) all licenses of the foregoing, whether as licensee or licensor; (c) all renewals of the foregoing; (d) all income, royalties, damages, and payments now or hereafter due or payable with respect
thereto, including, without limitation, damages, claims, and payments for past and future infringements thereof; (e) all rights to sue for past, present, and future infringements of the foregoing, including the right to settle suits involving
claims and demands for royalties owing; and (f) all rights corresponding to any of the foregoing throughout the world. 
 “UCC” means the Uniform Commercial Code, as in effect from time to time, of the State of New York or of any other state the laws of which are required as a result thereof to be applied in connection with the attachment,
perfection or priority of, or remedies with respect to, the Administrative Agent’s Lien on any Collateral. 
 The foregoing definitions
shall be equally applicable to both the singular and plural forms of the defined terms. 







 ARTICLE II 
 GRANT OF SECURITY INTEREST 
 2.1. Assignment and Grant of Security Interest. As security for
the payment and performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns to, and pledges and grants to the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, a security
interest in the entire right, title, and interest of such Grantor in and to all Collateral of such Grantor, whether now or hereafter existing, owned, arising or acquired. Notwithstanding anything to the contrary contained herein, the security
interests granted under this Security Agreement shall not extend to any lease, license or other contract of a Grantor if the grant of a security interest in such lease, license or contract in the manner contemplated by this Security Agreement is
prohibited by the terms of such lease, license or contract or by applicable law and would result in the termination of such lease, license or contract or give the other parties thereto the right to terminate, accelerate or otherwise adversely alter
such Grantor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both); provided that any such limitation described above on the security interests granted hereunder shall only apply to
the extent that any such prohibition could not be rendered ineffective pursuant to the UCC or any other applicable law. Notwithstanding anything to the contrary contained herein, the amount of Equity Interests in any First Tier Foreign Subsidiary
pledged by such Grantor hereunder shall be (i) no more than 66% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in such First Tier Foreign Subsidiary and
(ii) 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in such First Tier Foreign Subsidiary. 
 2.2. Grantor Remains Liable. Anything herein to the contrary notwithstanding, (a) each Grantor shall remain liable with respect to and under
all Collateral, (b) the exercise by the Administrative Agent or any other Secured Party of any of the rights hereunder shall not release any Grantor from any of its duties or obligations with respect to or under any Collateral, and
(c) neither the Administrative Agent nor any other Secured Party shall have any obligation or liability with respect to or under any Collateral by reason of this Agreement, nor shall the Administrative Agent or any other Secured Party be
obligated to perform any of the obligations or duties of any Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. Without limiting the generality of the foregoing, nothing contained in this
Security Agreement shall be construed as rendering the Administrative Agent or any other Secured Party liable, directly or indirectly, for any obligations of any Grantor under any agreement, instrument, permit, lease, license or other document
subject to the Lien hereof, or any judgment, decree or order of any governmental authority. Until an Event of Default shall occur and be continuing, except as otherwise provided in this Security Agreement, the Credit Agreement or other Loan
Documents, Grantors shall have the right to possession and enjoyment of the Collateral for the purpose of conducting the ordinary course of their respective businesses, subject to and upon the terms hereof and of the Credit Agreement and the other
Loan Documents. 
 2.3. Delivery of Security and Instrument Collateral. All certificates or Instruments constituting or evidencing the
Collateral shall be delivered to and held by or on behalf of the Administrative Agent pursuant hereto and shall be in suitable form for transfer by delivery, or 








 
shall be accompanied by undated and duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the
Administrative Agent. Except as set forth in Section 4.6, it is the intention of the parties hereto that record and beneficial ownership of such certificates, Instruments or any Pledged Collateral, including all voting, consensual, and
dividend rights, shall remain in the applicable Grantor until the occurrence and during the continuation of an Event of Default and until the Administrative Agent shall notify the applicable Grantor of the Administrative Agent’s exercise of
voting, consensual, or dividend rights with respect to such certificates, Instruments or Pledged Collateral or of its intent to transfer to or to register in the name of the Administrative Agent or any of its nominees any or all of such Collateral;
provided that no such notice shall be required if an Event of Default has occurred under Sections 7.01(h) or 7.01(i) of the Credit Agreement. In addition, the Administrative Agent has the right at any time to exchange
certificates or instruments representing or evidencing Collateral for certificates or instruments of smaller or larger denominations. 
 ARTICLE III 
 REPRESENTATIONS AND WARRANTIES 
 Each Grantor represents and warrants to the Administrative Agent and the other Secured Parties with respect to itself and the Collateral owned by it
that: 
 3.1. Title, Perfection and Priority. Each Grantor has good and valid rights in or the power to transfer the Collateral and
title to the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except for Liens permitted under Section 4.1(e), and has full power and authority to grant to the
Administrative Agent the security interest in such Collateral pursuant hereto. When a financing statement listing such Grantor as debtor, the Administrative Agent as secured party and describing the Collateral (or describing the Collateral as
“all assets of Grantor” or words of similar effect) has been filed with the Secretary of State (or other similar Governmental Authority) of the state of organization of such Grantor listed in Section 1 of the Perfection
Certificate, the Administrative Agent will have a fully perfected first priority security interest in the Collateral of each Grantor in which a security interest may be perfected by filing a financing statement, subject only to Liens permitted under
Section 4.1(e). 
 3.2. Type and Jurisdiction of Organization, Organizational and Identification Numbers. The type of
entity of each Grantor, its state of organization, the organizational number issued to it by its state of organization and its federal employer identification number are set forth in Section 1 of the Perfection Certificate. 

3.3. Principal Location. Each Grantor’s mailing address and the location of its place of business (if it has only one) or its chief
executive office (if it has more than one place of business), are disclosed in Section 2(a) of the Perfection Certificate. 
 3.4. Deposit Accounts and Securities Accounts. Each Grantor’s Deposit Accounts and Securities Accounts are listed in Section 2(f) of the Perfection Certificate (other than payroll processing accounts for third
parties, remote deposit capture processing accounts and card processing accounts). 







 3.5. Exact Names. The name in which each Grantor has executed this Security Agreement is the exact
name as it appears in such Grantor’s organizational documents, as amended, as filed with such Grantor’s jurisdiction of organization. 
 3.6. Intellectual Property. No Grantor has any interest in, or title to, any Patent, Trademark or Copyright except as set forth in Exhibit A, other than Patents, Trademarks or Copyrights that are not material to the conduct of
such Grantor’s business or operations. This Security Agreement is effective to create a valid and continuing Lien and, upon filing of appropriate financing statements in the offices referenced in Section 3.1 and this Security
Agreement with the United States Copyright Office and the United States Patent and Trademark Office, fully perfected first priority security interests in favor of the Administrative Agent (for the benefit of the Administrative Agent and the other
Secured Parties) on each Grantor’s Patents, Trademarks and Copyrights; such perfected security interests are enforceable as such as against any and all creditors of and purchasers from each Grantor; and all action necessary or desirable to
protect and perfect the Administrative Agent’s Lien on each Grantor’s Patents, Trademarks or Copyrights shall have been duly taken. 
 3.7. Filing Requirements. None of the Equipment is covered by any certificate of title, except for vehicles with an aggregate value not in excess of $1,000,000. None of the Collateral is of a type for which security interests or
liens may be perfected by filing under any federal statute except for (a) vehicles and (b) Patents, Trademarks and Copyrights held by the Grantors as set forth in Section 3.6. 
 3.8. No Financing Statements, Security Agreements. No financing statement or security agreement describing all or any portion of the Collateral
which has not lapsed or been terminated naming any Grantor as debtor has been filed or is of record in any jurisdiction except (a) for financing statements or security agreements naming the Administrative Agent as the secured party on behalf of
the Secured Parties and (b) as permitted by Section 4.1(e). 
 3.9. Pledged Collateral. 
 (a) Schedules 9 and 10 to the Perfection Certificate set forth a complete and accurate list of all of the Pledged Collateral (other than
Instruments with an outstanding amount of less than $250,000). Each Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Schedules 9 and 10 to the Perfection Certificate as being
owned by it, free and clear of any Liens, except for the security interest granted to the Administrative Agent for the benefit of itself and the other Secured Parties hereunder. Each Grantor further represents and warrants that (i) all Pledged
Collateral constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued, and is fully paid and non-assessable, (ii) with respect to any
certificates delivered to the Administrative Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not
Securities, the Grantor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) if requested by the Administrative Agent, all Pledged
Collateral held by a securities intermediary is covered by a control agreement among the Grantor, the securities intermediary and the Administrative Agent pursuant to which the 








 
Administrative Agent has Control and (iv) with respect to all Pledged Collateral which represents Indebtedness owed to any Grantor, (a) such
Pledged Collateral has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness and is the legal, valid and binding obligation of such issuer; and (b) such issuer is not in default thereunder. 

(b) In addition, (i) none of the Pledged Collateral has been issued or transferred in violation of the securities registration, securities
disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to the Pledged Collateral or which
obligate the issuer of any Equity Interest included in the Pledged Collateral to issue additional Equity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice to or, filing with, any governmental
authority or any other Person is required for the pledge by any Grantor of the Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by any Grantor, or for the exercise by
the Administrative Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such
disposition by laws affecting the offering and sale of securities generally. 
 ARTICLE IV 
 COVENANTS 
 From the date of this
Security Agreement, and thereafter until this Security Agreement is terminated, each Grantor agrees that: 
 4.1. General. 

(a) Collateral Records. Each Grantor will maintain complete and accurate books and Records with respect to the Collateral, and furnish to the
Administrative Agent, with sufficient copies for each of the Secured Parties, such reports relating to the Collateral as the Administrative Agent shall from time to time reasonably request. 
 (b) Authorization to File Financing Statements; Ratification. Each Grantor hereby authorizes the Administrative Agent to file, and if requested
will deliver to the Administrative Agent, all financing statements and other documents and take such other actions as may from time to time be reasonably requested by the Administrative Agent in order to maintain a first priority perfected security
interest in and, if applicable, Control of, the Collateral. Any financing statement relating to any Grantor filed by the Administrative Agent may be filed in any filing office in any UCC jurisdiction and may (i) indicate the Collateral
(1) as all assets of such Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (2) by any other description which
reasonably approximates the description contained in this Security Agreement, and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or
amendment, including (A) whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor, and (B) in the case of a financing statement filed as a fixture filing or
indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Grantor also agrees to furnish any such information to the Administrative Agent promptly upon
request. 







 (c) Further Assurances. Each Grantor will, if so requested by the Administrative Agent, furnish to
the Administrative Agent, as often as the Administrative Agent reasonably requests, statements and schedules further identifying and describing the Collateral and such other reports and information in connection with the Collateral as the
Administrative Agent may reasonably request, all in such detail as the Administrative Agent may reasonably specify. Each Grantor also agrees to take any and all actions necessary to defend title to the Collateral against all persons and to defend
the security interest of the Administrative Agent in the Collateral and the priority thereof against any Lien not expressly permitted hereunder. 
 (d) Disposition of Collateral. Each Grantor will not sell, lease or otherwise dispose of the Collateral except for dispositions specifically permitted pursuant to Section 6.11 of the Credit Agreement. 
 (e) Liens. Each Grantor will not create, incur, or suffer to exist any Lien on the Collateral owned by such Grantor except (i) the security
interests created by this Security Agreement and (ii) Liens permitted by Section 6.02 of the Credit Agreement. 
 (f)
Other Financing Statements. Each Grantor will not authorize the filing of any financing statement naming it as debtor covering all or any portion of the Collateral, except as permitted by Section 4.1(e). Each Grantor acknowledges
that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement without the prior written consent of the Administrative Agent, subject to such Grantor’s rights under
Section 9-509(d)(2) of the UCC. 
 (g) Locations. Each Grantor will not, without thirty (30) days prior written notice,
change its principal place of business or chief executive office from the location identified in Section 2(a) of the Perfection Certificate. 
 4.2. Receivables. 
 (a) Certain Agreements on Receivables. Each Grantor will not, without the
consent of the Administrative Agent, not to be unreasonably withheld, make or agree to make any discount, credit, rebate or other reduction in the original amount owing on a Receivable or accept in satisfaction of a Receivable less than the original
amount thereof, except that, prior to the occurrence of an Event of Default, the Grantor may reduce the amount of Accounts arising from the sale of Inventory in accordance with its present policies and in the ordinary course of business. 

(b) Collection of Receivables. Except as otherwise provided in this Security Agreement, each Grantor will collect and enforce, at such
Grantor’s sole expense, all amounts due or hereafter due to such Grantor under the Receivables. 
 (c) Delivery of Invoices. Each
Grantor will deliver to the Administrative Agent promptly upon its reasonable request after the occurrence and during the continuation of an Event of Default duplicate invoices with respect to each Account of such Grantor bearing such language of
assignment as the Administrative Agent shall specify. 







 (d) Electronic Chattel Paper. Upon the Administrative Agent’s reasonable request, each
Grantor shall take all steps necessary to grant the Administrative Agent Control of all electronic chattel paper having a value in excess of $250,000 in accordance with the UCC and all “transferable records” as defined in each of the
Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act. 
 4.3. Inventory and
Equipment. 
 (a) Maintenance of Goods. Each Grantor will do all things necessary to maintain, preserve, protect and keep the
Inventory and the Equipment of such Grantor in good repair and working and saleable condition, except for damaged or defective goods arising in the ordinary course of such Grantor’s business and except for ordinary wear and tear in respect of
such Equipment. 
 (b) Titled Vehicles. Upon the Administrative Agent’s request, each Grantor will deliver to the Administrative
Agent the original of any vehicle title certificate and provide and/or file all other documents or instruments necessary to have the Lien of the Administrative Agent granted pursuant to this Security Agreement noted on any such certificate or with
the appropriate state office; provided that, so long as no Event of Default has occurred, no such request shall be made with respect to vehicles having a value less than $1,000,000. 
 4.4. Delivery of Instruments, Securities, Chattel Paper and Documents. Except as otherwise specified in Section 5.11 of the Credit
Agreement, each Grantor will (a) deliver to the Administrative Agent immediately upon execution of this Security Agreement the originals of all Chattel Paper, Securities and Instruments constituting Collateral (if any then exist),
provided that, so long as no Event of Default has occurred, no such delivery shall be required with respect to Chattel Paper and Instruments having a value less than $250,000, (b) hold in trust for the Administrative Agent upon receipt
and immediately thereafter deliver to the Administrative Agent any Chattel Paper, Securities and Instruments constituting Collateral, provided that, so long as no Event of Default has occurred, no such delivery shall be required with respect
to Chattel Paper and Instruments having a value less than $250,000, (c) upon the Administrative Agent’s request, deliver to the Administrative Agent (and thereafter hold in trust for the Administrative Agent upon receipt and immediately
deliver to the Administrative Agent) any Document evidencing or constituting Collateral provided that, so long as no Event of Default has occurred, no such delivery shall be required with respect to Documents having a value less than $250,000
and (d) upon the Administrative Agent’s request, deliver to the Administrative Agent a duly executed amendment to this Security Agreement, in the form of Exhibit B hereto (each, an “Amendment”), pursuant to which
such Grantor will pledge such additional Collateral. Each Grantor hereby authorizes the Administrative Agent to attach each Amendment to this Security Agreement and agrees that all additional Collateral set forth in such Amendments shall be
considered to be part of the Collateral. 
 4.5. Uncertificated Pledged Collateral. Each Grantor will permit the Administrative Agent
from time to time to cause the appropriate issuers (and, if held with a securities 








 
intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral not represented by certificates to mark their
books and Records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Administrative
Agent granted pursuant to this Security Agreement. Each Grantor will take any reasonable actions deemed necessary by the Administrative Agent to cause (a) the issuers of uncertificated securities which are Pledged Collateral and (b) any
securities intermediary which is the holder of any Pledged Collateral, to cause the Administrative Agent to have and retain Control over such Pledged Collateral. Without limiting the foregoing, at the Administrative Agent’s reasonable request,
each Grantor, will, with respect to Pledged Collateral held with a securities intermediary, cause such securities intermediary to enter into a control agreement with the Administrative Agent, in form and substance reasonably satisfactory to the
Administrative Agent, giving the Administrative Agent Control. 
 4.6. Pledged Collateral. 
 (a) Certificated Pledged Collateral. If any Grantor shall at any time hold or acquire any certificated Pledged Collateral, such Grantor shall
forthwith deliver the same to the Administrative Agent, accompanied by such instruments of endorsement, transfer or assignment duly executed in blank as Administrative Agent may from time to time specify; provided that, so long as no Event of
Default has occurred no such delivery shall be required with respect to Instruments having a value less than $250,000. 
 (b) Changes in
Capital Structure of Issuers. Each Grantor will not (i) permit or suffer any issuer of an Equity Interest constituting Pledged Collateral held by such Grantor to dissolve, merge, consolidate with any other entity, or liquidate (except as
permitted by Section 6.03 of the Credit Agreement), retire any of its Equity Interests or other Instruments or Securities evidencing ownership, reduce its capital, sell or encumber all or substantially all of its assets (except for Liens
permitted pursuant to Section 4.1(e) and sales of assets permitted pursuant to Section 4.1(d)) or (ii) vote any Pledged Collateral in favor of any of the foregoing. 
 (c) Issuance of Additional Securities. Each Grantor will not permit or suffer the issuer of an Equity Interest constituting Pledged Collateral
held by such Granter to issue additional Equity Interests, any right to receive the same or any right to receive earnings, except as permitted by Section 6.06 of the Credit Agreement. 
 (d) Registration of Pledged Collateral. Each Grantor will permit any registerable Pledged Collateral to be registered in the name of the
Administrative Agent or its nominee upon the occurrence and during the continuation of an Event of Default. 
 (e) Exercise of Rights in
Pledged Collateral. 
 (i) Without in any way limiting the foregoing and subject to clause (ii) below, each Grantor
shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral for all purposes not inconsistent with this Security Agreement or any of the other Loan Documents; provided that no vote or other right
shall be exercised or action taken which would have the effect of impairing the rights of the Administrative Agent in respect of the Pledged Collateral. 







 (ii) Each Grantor will permit the Administrative Agent or its nominee at any time after
the occurrence of an Event of Default, without notice, to exercise all voting rights or other rights relating to Pledged Collateral, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any
Equity Interest or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof. 
 (iii)
Prior to an Event of Default, each Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral to the extent not in violation of the Credit Agreement other than any of
the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other
property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or
total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange
for, any Pledged Collateral; provided that, until actually paid, all rights to such distributions shall remain subject to the Lien created by this Security Agreement; and 
 (iv) All Excluded Payments whenever paid or made and, during the continuation of any Event of Default, and all other distributions in
respect of any of the Pledged Collateral, whenever paid or made, shall be delivered to the Administrative Agent to hold as Pledged Collateral and shall, if received by any Grantor, be received in trust for the benefit of the Administrative Agent, be
segregated from the other property or funds of such Grantor, and be forthwith delivered to the Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 
 4.7. Intellectual Property. 
 (a) Each
Grantor will, upon the Administrative Agent’s request, use commercially reasonable efforts to secure all consents and approvals necessary or appropriate for the assignment to or benefit of the Administrative Agent of any material License held
by such Grantor and to enforce the security interests granted hereunder. 
 (b) Each Grantor shall notify the Administrative Agent promptly
if it knows or has reason to know that any application or registration relating to any Patent, Trademark or Copyright (now or hereafter existing) may become abandoned or dedicated, or of any adverse determination or development (including the
institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Grantor’s ownership of any Patent, Trademark or
Copyright, its right to register the same, or to keep and maintain the same, unless such Grantor shall determine in its reasonable business judgment that such Patent, Trademark or Copyright is not material to the conduct of such Grantor’s
business. 







 (c) In no event shall any Grantor, either directly or through any agent, employee, licensee or designee,
file an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency without giving the Administrative Agent prior
written notice thereof, and, upon the request of the Administrative Agent, such Grantor shall execute and deliver any and all security agreements as the Administrative Agent may reasonably request to evidence the Administrative Agent’s first
priority security interest on such Patent, Trademark or Copyright, and the General Intangibles of such Grantor relating thereto or represented thereby. 
 (d) Each Grantor shall take all actions necessary or reasonably requested by the Administrative Agent to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of
each of the Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings, unless
such Grantor shall determine in its reasonable business judgment that such Patent, Trademark or Copyright is not material to the conduct of such Grantor’s business. 
 (e) Each Grantor shall, unless it shall reasonably determine that such Patent, Trademark or Copyright is not material to the conduct of its business or operations, promptly sue for infringement, misappropriation or
dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as the Administrative Agent shall deem appropriate under the circumstances to protect such Patent, Trademark or
Copyright. In the event that any Grantor institutes suit because any of the Patents, Trademarks or Copyrights constituting Collateral is infringed upon, or misappropriated or diluted by a third party, such Grantor shall comply with
Section 4.8. 
 4.8. Commercial Tort Claims. Each Grantor shall promptly, and in any event within ten Business Days
(or such longer period of time consented to by the Administrative Agent in its sole discretion) after the same is acquired by it, notify the Administrative Agent of any Commercial Tort Claim acquired by it, other than those claims listed on
Schedule 1 attached hereto, in which the damages claimed by such Grantor exceed $250,000 and, unless the Administrative Agent otherwise consents, the Grantor shall enter into an amendment to this Security Agreement, in the form of Exhibit
B hereto, granting to the Administrative Agent a first priority security interest in such commercial tort claim.  
 4.9.
Letter-of-Credit Rights. If any Grantor is or becomes the beneficiary of a letter of credit with a face amount in excess of $500,000, such Grantor shall promptly, and in any event within ten Business Days (or such longer period of time
consented to by the Administrative Agent in its sole discretion) after becoming a beneficiary, notify the Administrative Agent thereof and upon request of the Administrative Agent cause the issuer and/or confirmation bank to consent to the
assignment of any Letter-of-Credit Rights to the Administrative Agent. 
 4.10. Federal, State or Municipal Claims. Each Grantor will
promptly notify the Administrative Agent of any Collateral which constitutes a claim against the United States 








 
government or any state or local government or any instrumentality or agency thereof if the amount of such claim exceeds $250,000, the assignment of which
claim is restricted by federal, state or municipal law. 
 4.11. No Interference. Each Grantor agrees that it will not interfere with
any right, power or remedy of the Administrative Agent provided for in this Security Agreement or now or hereafter existing at law or in equity or by statute or otherwise, or the exercise or beginning of the exercise by the Administrative Agent of
any one or more of such rights, powers or remedies. 
 4.12. Insurance. (a) In the event any Collateral is located in any area
that has been designated by the Federal Emergency Management Agency as a “Special Flood Hazard Area”, the Grantor that owns such Collateral shall, promptly upon its obtaining knowledge of such designation, purchase and maintain flood
insurance on such Collateral (including any personal property which is located on any real property leased by such Loan Party within a “Special Flood Hazard Area”). The amount of all insurance required by this Section shall at a minimum
comply with applicable law, including the Flood Disaster Protection Act of 1973, as amended. All premiums on such insurance shall be paid when due by such Grantor, and copies of the policies delivered to the Administrative Agent. If such Grantor
fails to obtain any insurance as required by this Section, the Administrative Agent may obtain such insurance at the Borrower’s expense. By purchasing such insurance, the Administrative Agent shall not be deemed to have waived any Default
arising from such Grantor’s failure to maintain such insurance or pay any premiums therefor. 
 (b) All insurance policies required
under Section 5.05 of the Credit Agreement shall name the Administrative Agent (for the benefit of the Administrative Agent and the other Secured Parties) as an additional insured or as loss payee, as applicable, and shall contain loss
payable clauses or mortgagee clauses, through endorsements in form and substance satisfactory to the Administrative Agent, which provide that: (i) all Proceeds thereunder with respect to any Collateral shall be payable to the Administrative
Agent (for the benefit of the Administrative Agent and the other Secured Parties); (ii) if available on commercially reasonable terms, no such insurance shall be affected by any act or neglect of the insured or owner of the property described
in such policy; and (iii) such policy and loss payable or mortgagee clauses may be canceled, amended, or terminated only upon at least thirty days prior written notice given to the Administrative Agent. 
 4.13. Collateral Access Agreements. With respect to each location (other than a location that is owned by a Grantor) where any Collateral with an
aggregate fair market value in excess of $250,000 is maintained, upon the Administrative Agent’s request, each Grantor shall use commercially reasonable efforts to obtain a Collateral Access Agreement, from the lessor of each leased property,
mortgagee of owned property or bailee or consignee with respect to any warehouse, processor or converter facility or other location where Collateral is stored or located, which agreement or letter shall provide access rights, contain a waiver or
subordination of all Liens or claims that the landlord, mortgagee, bailee or consignee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to the Administrative Agent. Each Grantor
shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or third party warehouse where any Collateral is or may be located. 







 4.14. Deposit Accounts, Commodity Accounts and Securities Accounts. (a) Each Grantor will
provide to the Administrative Agent a Deposit Account Control Agreement duly executed on behalf of each financial institution holding a Deposit Account of such Grantor, provided that no such Deposit Account Control Agreement shall be required
for any such Deposit Account that is a payroll processing account for third parties, remote deposit capture processing account or card processing account. 
 (b) Each Grantor will upon the Administrative Agent’s request, take all actions necessary to establish in the Administrative Agent Control over each Securities Account or Commodity Account established or
maintained by such Grantor. 
 4.15. Change of Name or Location; Change of Fiscal Year. Each Grantor shall not (a) change its
name as it appears in official filings in the state of its incorporation or organization, (b) change its chief executive office, principal place of business or mailing address, (c) change the type of entity that it is, (d) change its
organization identification number, if any, issued by its state of incorporation or other organization, or (e) change its jurisdiction of incorporation or organization, in each case, unless the Administrative Agent shall have received at least
thirty days’ (or such shorter period of time permitted by the Administrative Agent in its sole discretion) prior written notice of such change and the Administrative Agent shall have acknowledged in writing (such acknowledgment not to be
unreasonably withheld) that either (1) such change will not adversely affect the validity, perfection or priority of the Administrative Agent’s security interest in the Collateral, or (2) any reasonable action requested by the
Administrative Agent in connection therewith has been completed or taken (including any action to continue the perfection of any Liens in favor of the Administrative Agent, on behalf of Secured Parties, in any Collateral). 
 ARTICLE V 
 EVENTS OF DEFAULT AND
REMEDIES 
 5.1. Events of Default. The occurrence of any Event of Default under the Credit Agreement shall constitute an Event of
Default hereunder. 
 5.2. Remedies. 
 (a) Upon the occurrence and during the continuation of an Event of Default, the Administrative Agent may exercise any or all of the following rights and remedies: 
 (i) those rights and remedies provided in this Security Agreement or any of the other Loan Documents; provided that, this
Section 5.2(a) shall not be understood to limit any rights or remedies available to the Administrative Agent or the Secured Parties prior to an Event of Default; 
 (ii) those rights and remedies available to a secured party under the UCC (whether or not the UCC applies to the affected Collateral) or
under any other applicable law (including, without limitation, any law governing the exercise of a bank’s right of setoff or bankers’ lien) when a debtor is in default under a security agreement; 







 (iii) give notice of sole control or any other instruction under any Deposit Account
Control Agreement or and other control agreement with any commodity intermediary or securities intermediary and take any action therein with respect to such Collateral; 
 (iv) without notice (except as specifically provided in Section 7.1, pursuant to any Collateral Access Agreement or elsewhere
herein), demand or advertisement of any kind to any Grantor or any other Person, enter the premises of any Grantor where any Collateral is located (through self-help and without judicial process) to collect, receive, assemble, process, appropriate,
sell, lease, assign, grant an option or options to purchase or otherwise dispose of, deliver, or realize upon, the Collateral or any part thereof in one or more parcels at public or private sale or sales (which sales may be adjourned or continued
from time to time with or without notice and may take place at such Grantor’s premises or elsewhere), for cash, on credit or for future delivery without assumption of any credit risk, and upon such other terms as the Administrative Agent may
deem commercially reasonable; and 
 (v) concurrently with written notice to any Grantor that owns such Collateral, transfer
and register in its name or in the name of its nominee the whole or any part of the Pledged Collateral, exchange certificates or instruments representing or evidencing Pledged Collateral for certificates or instruments of smaller or larger
denominations, exercise the voting and all other rights as a holder with respect thereto, collect and receive all cash dividends, interest, principal and other distributions made thereon and otherwise act with respect to the Pledged Collateral as
though the Administrative Agent was the outright owner thereof. 
 (b) The Administrative Agent, on behalf of itself and the other Secured
Parties, may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral.

 (c) The Administrative Agent (or its nominee) shall have the right upon any such public sale or sales and, to the extent permitted by law,
upon any such private sale or sales, to purchase for the benefit of the Administrative Agent and the other Secured Parties, the whole or any part of the Collateral so sold, free of any right of equity redemption, which equity redemption each Grantor
hereby expressly releases. 
 (d) Until the Administrative Agent is able to effect a sale, lease, or other disposition of Collateral, the
Administrative Agent shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by the Administrative
Agent. The Administrative Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of the Administrative Agent’s remedies (for the benefit of the Administrative Agent and
Secured Parties), with respect to such appointment without prior notice or hearing as to such appointment. 
 (e) Notwithstanding the
foregoing, neither the Administrative Agent nor the 








 
other Secured Parties shall be required to (i) make any demand upon, or pursue or exhaust any of their rights or remedies against, any Loan Party, any
other obligor, guarantor, pledgor or any other Person with respect to the payment of the Secured Obligations or to pursue or exhaust any of their rights or remedies with respect to any Collateral therefor or any direct or indirect guarantee thereof,
(ii) marshal the Collateral or any guarantee of the Secured Obligations or to resort to the Collateral or any such guarantee in any particular order, or (iii) effect a public sale of any Collateral. 
 (f) Each Grantor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged Collateral and may be compelled
to resort to one or more private sales thereof in accordance with clause (a) above. Each Grantor also acknowledges that any private sale may result in prices and other terms less favorable to the seller than if such sale were a public
sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such sale being private. The Administrative Agent shall be under no
obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit any Grantor or the issuer of the Pledged Collateral to register such securities for public sale under the Securities Act of 1933, as amended, or
under applicable state securities laws, even if such Grantor and the issuer would agree to do so. 
 5.3. Grantor’s Obligations Upon
Event of Default. Upon the request of the Administrative Agent during the continuation of an Event of Default, each Grantor will: 
 (a)
assemble and make available to the Administrative Agent the Collateral and all books and Records relating thereto at any place or places specified by the Administrative Agent, whether at such Grantor’s premises or elsewhere; 
 (b) permit the Administrative Agent, by the Administrative Agent’s representatives and agents, to enter, occupy and use any premises where all or
any part of the Collateral, or the books and Records relating thereto, or both, are located, to take possession of all or any part of the Collateral or the books and Records relating thereto, or both, to remove all or any part of the Collateral or
the books and Records relating thereto, or both, and to conduct sales of the Collateral, without any obligation to pay such Grantor for such use and occupancy; provided such Grantor shall be permitted a reasonable period of time to make copies of
the Collateral or the books and Records related thereto, as applicable, prior to removal; 
 (c) prepare and file, or cause an issuer of
Pledged Collateral to prepare and file, with the Securities and Exchange Commission or any other applicable government agency, registration statements, a prospectus and such other documentation in connection with the Pledged Collateral as the
Administrative Agent may request, all in form and substance satisfactory to the Administrative Agent, and furnish to the Administrative Agent, or cause an issuer of Pledged Collateral to furnish to the Administrative Agent, any information regarding
the Pledged Collateral in such detail as the Administrative Agent may specify; 
 (d) take, or cause an issuer of Pledged Collateral to take,
any and all actions necessary to register or qualify the Pledged Collateral to enable the Administrative Agent to consummate a public sale or other disposition of the Pledged Collateral; and 







 (e) at its own expense, cause the independent certified public accountants then engaged by such Grantor
to prepare and deliver to the Administrative Agent and each other Secured Party, at any time, and from time to time, promptly upon the Administrative Agent’s request, the following reports with respect to the Grantor: (i) a reconciliation
of all Accounts; (ii) an aging of all Accounts; (iii) trial balances; and (iv) a test verification of such Accounts. 
 5.4.
Grant of Intellectual Property License. For the purpose of enabling the Administrative Agent to exercise the rights and remedies under this Article V at such time as the Administrative Agent shall be lawfully entitled to exercise such
rights and remedies, each Grantor hereby (a) grants to the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other
compensation to such Grantor) to use, license or sublicense any intellectual property rights 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 and (b) irrevocably agrees that the Administrative Agent may sell any of such Grantor’s Inventory directly to
any person, including without limitation persons who have previously purchased such Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement of the Administrative Agent’s rights under this Security
Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and
affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein. 
 ARTICLE VI 
 ACCOUNT VERIFICATION; ATTORNEY IN FACT; PROXY 
 6.1. Account Verification. After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, in the Administrative Agent’s own name, in the name of a nominee of the Administrative Agent, or in
the name of any Grantor, communicate (by mail, telephone, facsimile or otherwise) with the Account Debtors of such Grantor, parties to contracts with such Grantor and obligors in respect of Instruments of such Grantor to verify with such Persons, to
the Administrative Agent’s satisfaction, the existence, amount, terms of, and any other matter relating to, Accounts, Instruments, Chattel Paper, payment intangibles and/or other Receivables. 
 6.2. Authorization for Secured Party to Take Certain Action. 
 (a) Each Grantor irrevocably authorizes the Administrative Agent, with respect to clauses (i), (iii) and (iv) below, at any time and, with respect to clause (ii) and clauses (v) through
(xvi) below, after the occurrence and during the continuance of an Event of Default, in the sole discretion of the Administrative Agent and appoints the Administrative Agent as its attorney in fact (i) to execute on behalf of such Grantor
as debtor and to file financing statements necessary or desirable in the Administrative Agent’s sole discretion to perfect and to maintain the perfection and priority of the Administrative Agent’s security interest in the Collateral,
(ii) to endorse and collect any cash proceeds of the Collateral, (iii) to file a carbon, photographic or other reproduction of this Security Agreement or any financing statement with respect to the 








 
Collateral as a financing statement and to file any other financing statement or amendment of a financing statement (which does not add new collateral or add
a debtor) in such offices as the Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Administrative Agent’s security interest in the Collateral, (iv) to
contact and enter into one or more agreements with the issuers of uncertificated securities which are Pledged Collateral or with securities intermediaries holding Pledged Collateral as may be necessary or advisable to give the Administrative Agent
Control over such Pledged Collateral, (v) to apply the proceeds of any Collateral received by the Administrative Agent to the Secured Obligations as provided in Section 7.2 of the Credit Agreement, (vi) to discharge past due
taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunder), (vii) to contact Account Debtors for any reason, (viii) to demand payment or enforce payment of the Receivables
in the name of the Administrative Agent or such Grantor and to endorse any and all checks, drafts, and other instruments for the payment of money relating to the Receivables, (ix) to sign such Grantor’s name on any invoice or bill of
lading relating to the Receivables, drafts against any Account Debtor of such Grantor, assignments and verifications of Receivables, (x) to exercise all of such Grantor’s rights and remedies with respect to the collection of the
Receivables and any other Collateral, (xi) to settle, adjust, compromise, extend or renew the Receivables, (xii) to settle, adjust or compromise any legal proceedings brought to collect Receivables, (xiii) to prepare, file and sign
such Grantor’s name on a proof of claim in bankruptcy or similar document against any Account Debtor of such Grantor, (xiv) to prepare, file and sign such Grantor’s name on any notice of Lien, assignment or satisfaction of Lien or
similar document in connection with the Receivables, (xv) to change the address for delivery of mail addressed to such Grantor to such address as the Administrative Agent may designate and to receive, open and dispose of all mail addressed to
such Grantor, and (xvi) to do all other acts and things necessary to carry out this Security Agreement; and each Grantor agrees to reimburse the Administrative Agent on demand for any documented payment made or any documented expense incurred
by the Administrative Agent in connection with any of the foregoing; provided that, this authorization shall not relieve any Grantor of any of its obligations under this Security Agreement or the Loan Documents. 
 (b) All acts of said attorney or designee are hereby ratified and approved. The powers conferred on the Administrative Agent, for the benefit of the
Administrative Agent and the Secured Parties, under this Section 6.2 are solely to protect the Administrative Agent’s interests in the Collateral and shall not impose any duty upon the Administrative Agent or any other Secured Party
to exercise any such powers. 
 6.3. Proxy. EACH GRANTOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS THE ADMINISTRATIVE AGENT AS THE
PROXY AND ATTORNEY-IN-FACT (AS SET FORTH IN SECTION 6.2 ABOVE) OF SUCH GRANTOR WITH RESPECT TO THE PLEDGED COLLATERAL UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, INCLUDING THE RIGHT TO VOTE SUCH PLEDGED COLLATERAL,
WITH FULL POWER OF SUBSTITUTION TO DO SO. IN ADDITION TO THE RIGHT TO VOTE ANY SUCH PLEDGED COLLATERAL, THE APPOINTMENT OF THE ADMINISTRATIVE AGENT AS PROXY AND ATTORNEY-IN-FACT SHALL INCLUDE THE RIGHT TO EXERCISE ALL OTHER RIGHTS, POWERS,
PRIVILEGES AND REMEDIES TO WHICH A HOLDER OF SUCH PLEDGED COLLATERAL WOULD BE ENTITLED (INCLUDING GIVING OR WITHHOLDING 








 
WRITTEN CONSENTS OF SHAREHOLDERS, CALLING SPECIAL MEETINGS OF SHAREHOLDERS AND VOTING AT SUCH MEETINGS). SUCH PROXY SHALL BE EFFECTIVE, AUTOMATICALLY AND
WITHOUT THE NECESSITY OF ANY ACTION (INCLUDING ANY TRANSFER OF ANY SUCH PLEDGED COLLATERAL ON THE RECORD BOOKS OF THE ISSUER THEREOF) BY ANY PERSON (INCLUDING THE ISSUER OF SUCH PLEDGED COLLATERAL OR ANY OFFICER OR AGENT THEREOF), UPON THE
OCCURRENCE OF A DEFAULT. 
 6.4. Nature of Appointment; Limitation of Duty. THE APPOINTMENT OF THE ADMINISTRATIVE AGENT AS PROXY AND
ATTORNEY-IN-FACT IN THIS ARTICLE VI IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE UNTIL THE DATE ON WHICH THIS SECURITY AGREEMENT IS TERMINATED IN ACCORDANCE WITH SECTION 7.14. NOTWITHSTANDING ANYTHING CONTAINED HEREIN, NEITHER
THE ADMINISTRATIVE AGENT, NOR ANY OTHER SECURED PARTY, NOR ANY OF THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL HAVE ANY DUTY TO EXERCISE ANY RIGHT OR POWER GRANTED HEREUNDER OR OTHERWISE OR TO PRESERVE
THE SAME AND SHALL NOT BE LIABLE FOR ANY FAILURE TO DO SO OR FOR ANY DELAY IN DOING SO, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION;
PROVIDED THAT IN NO EVENT SHALL THEY BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES. 
 ARTICLE VII

 GENERAL PROVISIONS 
 7.1. Waivers. Unless prohibited by applicable law, each Grantor hereby waives notice of the time and place of any public sale or the time after which any private sale or other disposition of all or any part of the Collateral may be
made. To the extent such notice may not be waived under applicable law, any notice made shall be deemed reasonable if sent to the Grantor that owns such Collateral and the other Grantors, addressed as set forth in Article VIII, at least ten
days prior to (i) the date of any such public sale or (ii) the time after which any such private sale or other disposition may be made. To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands
against the Administrative Agent or any other Secured Party arising out of the repossession, retention or sale of the Collateral, except such as arise solely out of the gross negligence or willful misconduct of the Administrative Agent or such other
Secured Party as finally determined by a court of competent jurisdiction. To the extent it may lawfully do so, each Grantor absolutely and irrevocably waives and relinquishes the benefit and advantage of, and covenants not to assert against the
Administrative Agent or any other Secured Party, any valuation, stay, appraisal, extension, moratorium, redemption or similar laws and any and all rights or defenses it may have as a surety now or hereafter existing which, but for this provision,
might be applicable to the sale of any Collateral made under the judgment, order or decree of any court, or privately under the power of sale conferred by this Security Agreement, or otherwise. Except as otherwise specifically provided herein, each
Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. 







 7.2. Limitation on the Administrative Agent’s and Secured Parties’ Duty with Respect to the
Collateral. The Administrative Agent shall have no obligation to clean-up or otherwise prepare the Collateral for sale. The Administrative Agent and each other Secured Party shall use reasonable care with respect to the Collateral in its
possession or under its control. Neither the Administrative Agent nor any other Secured Party shall have any other duty as to any Collateral in its possession or control or in the possession or control of any agent or nominee of the Administrative
Agent or such other Secured Party, or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto. To the extent that applicable law imposes duties on the Administrative Agent to exercise
remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is commercially reasonable for the Administrative Agent (i) to fail to incur expenses deemed significant by the Administrative Agent to prepare
Collateral for disposition or otherwise to transform raw material or work in process into finished goods or other finished products for disposition, (ii) to fail to obtain third party consents for access to Collateral to be disposed of, or to
obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (iii) to fail to exercise collection remedies against Account
Debtors or other Persons obligated on Collateral or to remove Liens on or any adverse claims against Collateral, (iv) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use
of collection agencies and other collection specialists, (v) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vi) to contact other
Persons, whether or not in the same business as such Grantor, for expressions of interest in acquiring all or any portion of such Collateral, (vii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether
or not the Collateral is of a specialized nature, (viii) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or
that match buyers and sellers of assets, (ix) to dispose of assets in wholesale rather than retail markets, (x) to disclaim disposition warranties, such as title, possession or quiet enjoyment, (xi) to purchase insurance or credit
enhancements to insure the Administrative Agent against risks of loss, collection or disposition of Collateral or to provide to the Administrative Agent a guaranteed return from the collection or disposition of Collateral, or (xii) to the
extent deemed appropriate by the Administrative Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Administrative Agent in the collection or disposition of any of the Collateral.
Each Grantor acknowledges that the purpose of this Section 7.2 is to provide non-exhaustive indications of what actions or omissions by the Administrative Agent would be commercially reasonable in the Administrative Agent’s exercise
of remedies against the Collateral and that other actions or omissions by the Administrative Agent shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 7.2. Without limitation upon the
foregoing, nothing contained in this Section 7.2 shall be construed to grant any rights to any Grantor or to impose any duties on the Administrative Agent or any other Secured Party that would not have been granted or imposed by this
Security Agreement or by applicable law in the absence of this Section 7.2. 
 7.3. Compromises and Collection of
Collateral. Each Grantor and the Administrative Agent recognize that setoffs, counterclaims, defenses and other claims may be asserted by 








 
obligors with respect to certain of the Receivables, that certain of the Receivables may be or become uncollectible in whole or in part and that the expense
and probability of success in litigating a disputed Receivable may exceed the amount that reasonably may be expected to be recovered with respect to a Receivable. In view of the foregoing, each Grantor agrees that the Administrative Agent may at any
time and from time to time, if an Event of Default has occurred and is continuing, compromise with the obligor on any Receivable, accept in full payment of any Receivable such amount as the Administrative Agent in its sole discretion shall
determine, or abandon any Receivable, and any such action by the Administrative Agent shall be commercially reasonable so long as the Administrative Agent acts in good faith based on information known to it at the time it takes any such action.

 7.4. Secured Party Performance of Debtor Obligations. Without having any obligation to do so, the Administrative Agent may perform
or pay any obligation which any Grantor has agreed to perform or pay in this Security Agreement and such Grantor shall reimburse the Administrative Agent for any documented amounts paid by the Administrative Agent pursuant to this
Section 7.4. Each Grantor’s obligation to reimburse the Administrative Agent pursuant to the preceding sentence shall be a Secured Obligation payable on demand. 
 7.5. Specific Performance of Certain Covenants. Each Grantor acknowledges and agrees that a breach of any of the covenants contained in
Sections 4.1(d), 4.1(e), 4.4, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.12, 4.13, 4.14, 4.15, 5.3, or 7.6 will cause irreparable injury to the
Administrative Agent and the other Secured Parties and that the Administrative Agent and the other Secured Parties have no adequate remedy at law in respect of such breaches, and therefore agrees, without limiting the right of the Administrative
Agent or the other Secured Parties to seek and obtain specific performance of other obligations of such Grantor contained in this Security Agreement, that the covenants of such Grantor contained in the Sections referred to in this
Section 7.5 shall be specifically enforceable against such Grantor. 
 7.6. Dispositions Not Authorized. No Grantor is
authorized to sell or otherwise dispose of the Collateral except as set forth in Section 4.1(d), and notwithstanding any course of dealing between any Grantor and the Administrative Agent or other conduct of the Administrative Agent, no
authorization to sell or otherwise dispose of the Collateral (except as set forth in Section 4.1(d)) shall be binding upon the Administrative Agent or the other Secured Parties unless such authorization is in writing signed by the
Administrative Agent. 
 7.7. No Waiver; Amendments; Cumulative Remedies. No delay or omission of the Administrative Agent or any
other Secured Party to exercise any right or remedy granted under this Security Agreement shall impair such right or remedy or be construed to be a waiver of any Default or an acquiescence therein, and any single or partial exercise of any such
right or remedy shall not preclude any other or further exercise thereof or the exercise of any other right or remedy. No waiver, amendment or other variation of the terms, conditions or provisions of this Security Agreement whatsoever shall be
valid unless in writing signed by the Administrative Agent with the concurrence or at the direction of the Lenders required under Section 9.02 of the Credit Agreement and then only to the extent in such writing specifically set forth.
All rights and remedies contained in this Security Agreement or by law afforded shall be cumulative and all shall be available to the Administrative Agent and the other Secured Parties until the Secured Obligations have been paid in full.








 7.8. Limitation by Law; Severability of Provisions. All rights, remedies and powers provided in
this Security Agreement may be exercised only to the extent that the exercise thereof does not violate any applicable provision of law, and all the provisions of this Security Agreement are intended to be subject to all applicable mandatory
provisions of law that may be controlling and to be limited to the extent necessary so that they shall not render this Security Agreement invalid, unenforceable or not entitled to be recorded or registered, in whole or in part. Any provision in this
Security Agreement that is held to be inoperative, unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or invalid without affecting the remaining provisions in that jurisdiction or the
operation, enforceability, or validity of that provision in any other jurisdiction, and to this end the provisions of this Security Agreement are declared to be severable. 
 7.9. Reinstatement. This Security Agreement shall remain in full force and effect and continue to be effective should any petition be filed by or
against any Grantor for liquidation or reorganization, should any Grantor become insolvent or make an assignment for the benefit of any creditor or creditors or should a receiver or trustee be appointed for all or any significant part of any
Grantor’s assets, and shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Secured Obligations, or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount,
or must otherwise be restored or returned by any obligee of the Secured Obligations, whether as a “voidable preference,” “fraudulent conveyance,” or otherwise, all as though such payment or performance had not been made. In the
event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Secured Obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. 
 7.10. Benefit of Agreement. The terms and provisions of this Security Agreement shall be binding upon and inure to the benefit of the Grantors,
the Administrative Agent and the other Secured Parties and their respective successors and assigns (including all persons who become bound as a debtor to this Security Agreement), except that no Grantor shall have the right to assign its rights or
delegate its obligations under this Security Agreement or any interest herein without the prior written consent of the Administrative Agent. No sales of participations, assignments, transfers, or other dispositions of any agreement governing the
Secured Obligations or any portion thereof or interest therein shall in any manner impair the Lien granted to the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, hereunder. 
 7.11. Survival of Representations. All representations and warranties of the Grantors contained in this Security Agreement shall survive the
execution and delivery of this Security Agreement. 
 7.12. Expenses. The Grantors shall reimburse the Administrative Agent for any
and all reasonable and documented out-of-pocket expenses (including reasonable outside attorneys’, auditors’ and accountants’ fees) paid or incurred by the Administrative Agent in connection with the preparation, execution, delivery
and administration of this Security Agreement. The Grantors shall also reimburse the Administrative Agent for any and all documented out-of-pocket expenses (including reasonable outside attorneys’, auditors’ and accountants’ fees)
paid or incurred by the Administrative Agent in connection with the collection and enforcement of 








 
this Security Agreement and in the audit, analysis, administration, collection, preservation or sale of the Collateral (including the expenses and charges
associated with any periodic or special audit of the Collateral). Any and all costs and expenses incurred by the Grantors in the performance of actions required pursuant to the terms hereof shall be borne solely by the Grantors. 
 7.13. Headings. The title of and section headings in this Security Agreement are for convenience of reference only, and shall not govern the
interpretation of any of the terms and provisions of this Security Agreement. 
 7.14. Termination. This Security Agreement shall
continue in effect (notwithstanding the fact that from time to time there may be no Secured Obligations outstanding) until (i) the Credit Agreement has terminated pursuant to its express terms and (ii) all of the Secured Obligations have
been paid and performed in full (or with respect to any outstanding Letters of Credit, a cash deposit or supporting letter of credit acceptable to the Administrative Agent has been delivered to the Administrative Agent) and no commitments of the
Administrative Agent or the other Secured Parties which would give rise to any Secured Obligations are outstanding. 
 7.15. Entire
Agreement. This Security Agreement and the other Loan Documents embody the entire agreement and understanding between each Grantor, the Administrative Agent and the other Secured Parties relating to the Collateral and supersede all prior
agreements and understandings between each Grantor, the Administrative Agent and the other Secured Parties relating to the Collateral. 
 7.16. CHOICE OF LAW. THIS SECURITY AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF NEW YORK, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO
NATIONAL BANKS. 
 7.17. CONSENT TO JURISDICTION. EACH GRANTOR HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE
JURISDICTION OF ANY U.S. FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT AND EACH GRANTOR HEREBY IRREVOCABLY AGREES THAT ALL
CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT
SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY OTHER SECURED PARTY TO BRING PROCEEDINGS AGAINST ANY GRANTOR IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY GRANTOR
AGAINST THE ADMINISTRATIVE AGENT OR ANY OTHER SECURED PARTY OR ANY AFFILIATE OF THE ADMINISTRATIVE AGENT OR ANY OTHER SECURED PARTY INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS SECURITY









 
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR ANY OF THE OTHER LOAN DOCUMENTS SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK, NEW YORK.

 7.18. WAIVER OF JURY TRIAL. EACH GRANTOR, THE ADMINISTRATIVE AGENT AND EACH OTHER SECURED PARTY HEREBY WAIVE TRIAL BY JURY
IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS SECURITY AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR THE
RELATIONSHIP ESTABLISHED THEREUNDER. 
 7.19. Indemnity. Each Grantor hereby agrees to indemnify the Administrative Agent and the
other Secured Parties (each being referred to as an “Indemnitee”), and their respective successors, assigns, agents and employees, from and against, and hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of the execution or delivery of this
Security Agreement or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder, or in any way relating to the manufacture, purchase, acceptance, rejection, ownership,
delivery, lease, possession, use, operation, condition, sale, return or other disposition of any Collateral (including, without limitation, latent and other defects, whether or not discoverable by any Indemnitee or the Grantors, and any claim for
Patent, Trademark or Copyright infringement), whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent
that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.

 7.20. Additional Grantors. Any Person that becomes a Guarantor in accordance with Section 5.09 of the Credit Agreement
subsequent to the date hereof and that was not a “grantor” under this Security Agreement at the time of initial execution hereof shall become a “Grantor” hereunder by executing and delivering to the Administrative Agent an
Additional Grantor Supplement in the form attached hereto as Exhibit C. Any such Person shall thereafter be deemed a “Grantor” for all purposes under this Security Agreement. 
 7.21. Counterparts. This Security Agreement may be executed in any number of counterparts, all of which taken together shall constitute one
agreement, and any of the parties hereto may execute this Security Agreement by signing any such counterpart. 
 7.22. Lien Absolute.
All rights of the Administrative Agent and the other Secured Parties hereunder, 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 or any other agreement or instrument governing or evidencing
any Secured Obligations; 







 (b) any change in the time, manner or place of payment of, or in any other term of, all or any part of
the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument governing or evidencing any Secured Obligations, except to the
extent expressly set forth in any such amendment, waiver or consent; 
 (c) any exchange, release or non-perfection of any other Collateral,
or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Secured Obligations; 
 (d) the
insolvency of any Person; or 
 (e) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any
Grantor. 
 7.23. Release. Each Grantor consents and agrees that the Administrative Agent may at any time, or from time to time, in
its discretion: 
 (a) renew, extend or change the time of payment, and/or the manner, place or terms of payment of all or any part of the
Secured Obligations; and 
 (b) exchange, release and/or surrender all or any of the Collateral (including the Pledged Collateral), or any
part thereof, by whomsoever deposited, which is now or may hereafter be held by the Administrative Agent in connection with all or any of the Secured Obligations; all in such manner and upon such terms as the Administrative Agent may deem proper,
and without notice to or further assent from any Grantor, it being hereby agreed that each Grantor shall be and remain bound upon this Security Agreement, irrespective of the value or condition of any of the Collateral, and notwithstanding any such
change, exchange, settlement, compromise, surrender, release, renewal or extension, and notwithstanding also that the Secured Obligations may, at any time, exceed the aggregate principal amount thereof set forth in the Credit Agreement, or any other
agreement governing any Secured Obligations. 
 ARTICLE VIII 
 NOTICES 
 8.1. Sending Notices. Any notice required or permitted to be
given under this Security Agreement shall be sent by United States mail, telecopier, personal delivery or nationally established overnight courier service, and shall be deemed received (a) when received, if sent by hand or overnight courier
service, or mailed by certified or registered mail notices or (b) when sent, if sent by telecopier (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the
next Business Day for the recipient), in each case addressed to each Grantor at the address set forth in Section 1 of the Perfection Certificate (or, if applicable, as set forth in the Additional Grantor Supplement executed by such
Grantor) as its principal place of business, and to the Administrative Agent at the address set forth in Section 9.01 of the Credit agreement. 







 8.2. Change in Address for Notices. Each of the Grantors and the Administrative Agent may change
the address for service of notice upon it by a notice in writing to the other parties. 
 ARTICLE IX 
 THE ADMINISTRATIVE AGENT 
 9.1.
Administrative Agent. 
 (a) By acceptance of the benefits of this Security Agreement, each of the Secured Parties shall be deemed to
have agreed to be bound by the terms hereof. The provisions of this Section are, and are intended, solely to establish certain rights as between the Secured Parties and shall not create, and shall not be construed as creating, any rights enforceable
by the Grantors or any Subsidiary or any Affiliate of any Grantor. 
 (b) By acceptance of the benefits of this Security Agreement, each of
the Secured Parties shall be deemed irrevocably (i) to consent to the appointment of the Administrative Agent as its agent hereunder, and (ii) to confirm that the Administrative Agent shall have the authority to act as the exclusive agent
of such other Secured Party for enforcement of any provision of this Security Agreement or the exercise of remedies hereunder. 
 (c) The
Administrative Agent shall be entitled to rely on information provided by the Secured Parties, or representatives of the Secured Parties, as to the holders from time to time of the Secured Obligations and the amounts thereof and shall have no duty
independently to confirm the identities of such holders or such amounts. 
 (d) Any successor Administrative Agent appointed pursuant to
Article VIII of the Credit Agreement shall be entitled to all the rights, interests and benefits of the Administrative Agent hereunder. 
 [Remainder of Page Intentionally Left Blank; Signature Pages Follow] 







 IN WITNESS WHEREOF, the parties hereto have executed this Security Agreement as of the date first above
written. 
  

			
	GRANTORS:
	
	HEARTLAND PAYMENT SYSTEMS, INC.
		
	By:	 	 /s/ Robert H.B. Baldwin, Jr.

	Name:	 	Robert H.B. Baldwin, Jr.
	Title:	 	President & Chief Financial Officer
	
	THE HEARTLAND PAYROLL COMPANY, L.L.C.
		
	By:	 	 /s/ Steven B. Gamary

	Name:	 	Mark Strippy
	Title:	 	Chief Financial Officer
	
	DEBITEK, INC.
		
	By:	 	 /s/ Ron Farmer

	Name:	 	Ron Farmer
	Title:	 	President
	
	HEARTLAND ACQUISITION, LLC
		
	By:	 	 /s/ Robert H.B. Baldwin, Jr.

	Name:	 	Robert H.B. Baldwin, Jr.
	Title:	 	President & Chief Financial Officer









  

			
	 JPMORGAN CHASE BANK, N.A.,
   as
the Administrative Agent

		
	By:	 	 /s/ John A. Horst

	Name:	 	John A. Horst
	Title:	 	Vice President










					
	STATE OF     NEW JERSEY                     	 	)	  	
		 	) SS	  	
	COUNTY OF MERCER                             	 	)	  	

 The foregoing instrument was acknowledged before me this 3rd day of August, 2009, by Robert H.B.
Baldwin, Jr., the President and Chief Financial Officer of Heartland Payment Systems, Inc., a Delaware corporation, on behalf of said corporation. 
  

	
	 /s/ Antoinette Battiato

	Notary Public
	State of New Jersey
	My commission expires: 10/5/2013


  
  
  
  
  

					
	STATE OF     OHIO                               
   	 	)	  	
		 	) SS	  	
	COUNTY OF CUYAHOGA                     	 	)	  	

 The foregoing instrument was acknowledged before me this 3rd day of August,
2009, by Steven B. Gamary, the Chief Financial Officer of The Heartland Payroll Company, L.L.C., an Ohio limited liability company, on behalf of said limited liability company. 
  

	
	 /s/ [illegible]

	Notary Public
	
	My commission expires: June 11, 2011










					
	STATE OF     NEW JERSEY                     
	 	)	  	
		 	) SS	  	
	COUNTY OF MERCER                             	 	)	  	

 The foregoing instrument was acknowledged before me this 3rd day of August,
2009, by Ron Farmer, the President of Debitek, Inc., a Delaware corporation, on behalf of said corporation. 
  

	
	 /s/ Antoinette Battiato

	Notary Public
	
	My commission expires: 8/3/09


  
  
  
  
  

					
	STATE OF     NEW JERSEY                     
	 	)	  	
		 	) SS	  	
	 COUNTY OF MERCER                             
	 	)	  	

 The foregoing instrument was acknowledged before me this 3rd day of August, 2009, by Robert H.B.
Baldwin, Jr., the President and Chief Financial Officer of Heartland Acquisition, LLC, Inc., a Delaware limited liability company, on behalf of said limited liability company. 
  

	
	 /s/ Antoinette Battiato

	Notary Public
	State of New Jersey
	My commission expires: 10/5/2013









 SCHEDULE 1 
 Heartland Payment Systems, Inc. v. Global Payment Systems, MER-L-739-08, Superior Court of New Jersey: Heartland obtained a judgment against defendant for conversion of $265,405.78; however, Global’s counterclaim for breach of
contract is pending. 
 Heartland Payment Systems, Inc. v. Elizabeth Player, Michael Lawson, Musical Events LLC, MER-L-185009, Superior Court of New
Jersey: Heartland has asserted claims for damages in excess of $600,000 relating to defendants’ fraud. Please note that the $600,000 is how much Heartland Payment Systems lost and it does not expect to collect that amount. 
 Heartland Payment Systems, Inc. v. Micros Systems, Inc., Merchant Link, LLC, and Chase Paymentech Solutions, LLC, 3:07-CV-05629: Heartland’s claim for unfair
trade practices are pending and if damages are awarded they could exceed $250,000. 







 EXHIBIT A 
 INTELLECTUAL PROPERTY RIGHTS 
 Patents and Patent Applications 
 Unless otherwise noted below, Heartland Payment Systems is the owner of the following patents and patent applications. 
 SYSTEMS AND METHODS FOR IMPLEMENTING PARKING TRANSACTIONS AND OTHER FINANCIAL TRANSACTIONS 
  

	Abstract:	A payment processing system configured to provide merchant-specific accounts to consumers, such as virtual prepaid parking accounts, that are accessed by payment instruments. In one
embodiment, the payment processing system can create and provide a variety of payment methodologies for purchases, such as pay-as-you-go, virtual prepaid, virtual subscription, and post-paid purchases. In some embodiments, the merchant can provide
consumers with rewards accounts and opportunities to earn reward points or other loyalty-based currencies through qualifying purchase transactions. The system can also refund merchant-specific accounts for returns or unused portions of prepaid
resources. The consumer can access their merchant-specific accounts for purchase payment or refund using a preferred payment instrument, such as a credit or debit card. 

  

					
	 Reference No. Status
	  	 Application Data
 Publication Data
	  	 Assignment /
 Status

	69828-8001EP	  	 07815035.6
 2007-05-15
  
 EP 2030148
 2009-03-04
	  	 Heartland
  
 Pending

			
	69828-8001US1	  	 11/748,384
 2007-05-14
  
 US 2007-0267479
 2007-05-14
	  	 Heartland
  
 Allowed

			
	69828-8001WO	  	 PCT/US07/68972
 2007-05-15
  
 WO 2007/134323
 2007-11-22
	  	 —
  
 Partially Converted


 SYSTEMS AND METHODS FOR IMPLEMENTING FINANCIAL TRANSACTIONS 
  

	Abstract:	 A payment processing system to provide merchant-specific accounts to consumers that are accessed by payment instruments. In one embodiment, the payment processing
system can create and provide a variety of payment methodologies for purchases, such as pay-as-you-go, virtual prepaid, virtual subscription, and post-paid 











	 	 
purchases. The merchant may, in some embodiments provide consumers with merchant rewards accounts and an opportunity to earn reward points or other
loyalty-based currencies through qualifying purchase transactions. The consumer may access their merchant-specific accounts for purchase payment using a preferred payment instrument, such as a credit or debit card. 


  

					
	 Reference No. Status
	  	 Application Data
 Publication Data
	  	 Assignment /
 Status

	69828-8003AU	  	 2007244907
 2007-04-24
	  	 Heartland
  
 Pending

			
	69828-8003EP	  	 07761189.5
 2007-04-24
  
 EP 2024916
 2009-02-18
	  	 Heartland
  
 Pending

			
	69828-8003IN	  	 4757/KOLNP/2008
 2007-04-24
	  	 Heartland
  
 Pending

			
	69828-8003US1	  	 11/739,012
 2007-04-23
  
 US 2008-0040261
 2008-02-14
	  	 Heartland
  
 Pending

			
	69828-8003WO	  	 PCT/US07/67299
 2007-04-24
  
 WO 2007/127729
 2007-11-08
	  	 —
  
 Partially Converted


 METHOD AND SYSTEM FOR MICROPAYMENT TRANSACTIONS 
  

	Abstract:	A micropayment system and method is presented for a payor U to establish payment to payee M for a transaction T, which typically has a very low value T¿V?. The micropayment
scheme minimizes the bank’s processing costs, while at the same time eliminating the need for users and merchants to interact in order to determine whether a given micropayment should be selected for payment. In one embodiment, the micropayment
scheme includes time constraints, which require that an electronic check C for the transaction T be presented to a bank B for payment within a predetermined time/date interval. In another embodiment, the micropayment scheme includes a selective
deposit protocol, which guarantees that a user is never charged in excess of what he actually spends, even within a probabilistic framework. In another embodiment, the micropayment scheme includes a deferred selection protocol, which provides the
bank with control and flexibility over the payment selection process. 









					
	 Reference No. Status
	  	 Application Data
 Publication Data
	  	 Assignment /
 Status

	69828-8004US3	  	 10/476,128
 2002-04-17
  
 US 2004-0199475
 2004-10-07
	  	 MIT
  
 Pending

			
	69828-8004WO	  	 PCT/US02/12189
 2002-04-17
  
 WO 2002/088874
 2002-11-07
	  	 —  
  
 Converted


 Heartland Payment Systems has the exclusive license to these patents from Massachusetts Institute of Technology.

 MICROPAYMENT PROCESSING METHOD AND SYSTEM 
  

	Abstract:	A method of producing an offer package (150) includes defining, within the offer package (156), a description of an offered product. The cost of the offered product and the
merchant (154) making the offer are also defined within the offer package (158), which includes an encrypted version of the offered product (158, 160, 164). 

  

					
	 Reference No. Status
	  	 Application Data
 Publication Data
	  	 Assignment /
 Status

	69828-8005US2	  	 10/553,611
 2008-01-08
  
 US 2008-0232590
 2008-09-25
	  	 Heartland/
 P. Solomon
  
 Pending

			
	69828-8005WO	  	 PCT/US04/001845
 2004-01-23
  
 WO 2004/068293
 2004-12-08
	  	 —  
  
 Converted


 MICROPAYMENT PROCESSING METHOD AND SYSTEM 
  

	Abstract:	A payment processing system includes one transaction processor that aggregates cost data associated with low-priced sales transactions between a consumer and a merchant. The
transaction processor sends data that represents the aggregated cost data to an acquiring banking entity associated with the merchant. The system also includes another transaction processor that stores data that represents each individual low-priced
sales transaction. The stored data is accessible by one or more banking entities associated with the merchant. 

  

 35 









					
	 Reference No. Status
	  	 Application Data
 Publication Data
	  	 Assignment /
 Status

	69828-8006CN	  	 200580028681.1
 2005-06-27
  
 CN 101010690
 2007-08-01
	  	 Chockstone
  
 Pending

			
	69828-8006EP	  	 05778377.1
 2005-06-27
  
 EP 1769457
 2007-04-04
	  	 Heartland
  
 Pending

			
	69828-8006HK	  	 08101222.0
 2008-01-31
  
 HK 1110674A
 2008-07-18
	  	 Chockstone
  
 Pending

			
	69828-8006IN	  	 299/KOLNP/2007
 2005-06-27
	  	 Peppercoin
  
 Pending

			
	69828-8006KR	  	 10-2007-7001803
 2005-06-27
	  	 Chockstone
  
 Pending

			
	69828-8006WO	  	 PCT/US05/23013
 2005-06-27
  
 WO 2006/004794
 2007-01-25
	  	 —  
  
 Converted


 SYSTEM FOR PROCESSING STORED VALUE INSTRUMENT 
  

	Abstract:	Disclosed is a method for managing at least one transaction through traditional credit card authorization payment infrastructures by supplying personal account numbers to retailers.
Personal account numbers correspond to issuer managed accounts that may be assigned at point of sale, and activated at redemption, and may restrict which merchants can process the personal account number to extract value therefrom. Also disclosed is
an apparatus for distribution in retail and redemption at selected redemption sites. The apparatus is a card that includes machine readable code and account information where at least some of data corresponding to the machine readable code differs
from the account information. The card may configured to retain a personal account number or other account information compatible with selected redemption site interfaces. Redemption can be limited to selected retailers or groups of retailers.










					
	 Reference No. Status
	  	 Application Data
 Publication Data
	  	 Assignment /
 Status

	0180-001	  	 60/552,309
  
 03/11/2004 (Filed)
	  	Alliance Data Systems Corporation
			
	0180-001WO	  	 PCT/US05/07838
  
 03/10/2005 (filed)
	  	Alliance Data Systems Corporation
			
	0180-001	  	 10/598,778
  
 09/11/2006 (Filed)
	  	Alliance Data Systems Corporation
			
	0180-001CA	  	 2,559,166
  
 09/11/2006 (filed)
	  	Alliance Data Systems Corporation

 APPARATUS AND METHOD FOR DOWNLOADING CONFIGURATION DATA TO CARD TERMINALS AND FOR VIEWING ACTIVITY AT CARD
TERMINALS 
  

	Abstract:	Downloading configuration data to program card terminals and providing real-time data of activity occurring at card terminals. A merchant can log on to a system server and enter
information to program options for its card terminals such as via a web page on an Internet site. The system server formats the information into a file based upon a communication protocol and programming rules for the card terminal, and downloads
the file to it as a data stream. The card terminal programs itself according to the configuration data. A merchant can also view data for activity occurring at its card terminals, possibly in real-time proximate to detection of the activity by the
system server. In conjunction with processing transactions or other activity from the card terminals, the system server replicates the records for the activity and makes them available to merchants such as via a web page on an Internet site. Both
the entry of configuration data and viewing of real-time activity can occur at a network connection remote from the card terminals, allowing the merchants to program the card terminals and view their activity at any location having network access.


  

					
	 Reference No. Status
	  	 Application Data
 Publication Data
	  	 Assignment /
 Status

	32694/US	  	 11/27/2001
  
 [09/993767]
	  	 Pending
  
 Published


 SYSTEM AND METHOD OF AGGREGATING MULTIPLE TRANSACTIONS OVER NETWORK-BASED ELECTRONIC PAYMENT TRANSACTION
PROCESSING SYSTEM 
  

	Abstract:	 A system and method of aggregating multiple transactions over a network-based 











	 	 
electronic payment transaction processing system is provided. The system includes a transport-aggregating clear-text Internet transaction (TACIT) server
designed to allow conventional electronic payment transaction processing systems to work over networks which rely on the Internet Protocol, and to still support the fault-tolerance and load balancing. In one embodiment, the system aggregates
multiple transmission control protocol sockets into a single socket to a back-end payment processing system in a single application. The transport-aggregating, cleartext Internet transaction (TACIT) server resides on an intermediate system that is
positioned between the Internet endpoints and a payment transaction processing system (TPS). 


  

					
	 Reference No. Status
	  	 Application Data
 Publication Data
	  	 Assignment /
 Status

	34196/US/2	  	 3/29/2005
  
 [11/092529]
  
 20050216404
	  	 Pending
  
 Published









 Registered Trademarks and Trademark Applications 
 Heartland Payment Systems, Inc. is the owner of all of the following trademarks and trademark applications. 
  

															
	 Mark
	  	 Country
	  	 App No
	  	 App Date
	  	 Reg. No
	  	 Reg. Date
	  	 Class
	  	 Goods and Services

	CHOCKSTONE	  	Canada	  	1185369	  	7/22/2003	  	TMA694217	  	8/16/2007	  	36	  	Payment and transaction processing services; credit card services; credit card transaction processing services; debit card services; debit card transaction processing services; develop,
implement and manage contests, stored value programs, marketing programs and incentive award programs to promote the sale of products and services of others and consulting services for the same; financial services, namely providing on-line stored
value accounts in an electronic environment; issuing stored value cards; processing stored value cards; financial services, namely operating an account-based system to process and support consumer, merchant and corporate payment program transactions

								
	CHOCKSTONE	  	Mexico	  	611401	  	7/23/2003	  	806443	  	7/23/2003	  	36	  	Payment and transaction processing services; credit card services; credit card transaction processing services; debit card services; debit card transaction processing services; providing stored
value programs; financial services, namely, providing on-line stored value accounts in an electronic environment; issuing stored value cards; financial services, namely operating an account-based system to process and support consumer, merchant, and
corporate payment program transactions









															
	CHOCKSTONE	  	United States	  	78/206,628	  	1/23/2003	  	2,949,857	  	5/10/2005	  	35, 36	  	 Class 35: Develop, implement and manage contests, stored value programs, marketing programs and incentive award programs to promote the sale of
products and services of others and consulting services for the same
  
 Class 36: Payment
and transaction processing services; credit card services; credit card transaction processing services; debit card services; debit card transaction processing services; check processing services; financial services, namely providing on-line stored
value accounts in an electronic environment; issuing stored value cards; processing stored value cards; financial services, namely operating an account-based system to process and supports consumer, merchant, and corporate payment program
transactions

								
	 CHOCKSTONE and Design
  
 


	  	Mexico	  	611402	  	7/23/2003	  	808950	  	7/23/2003	  	36	  	Payment and transaction processing services; credit card services; credit card transaction processing services; debit card services; debit card transaction processing services; providing stored
value programs; financial services, namely, providing on-line stored value accounts in an electronic environment; issuing stored value cards; financial services, namely operating an account-based system to process and support consumer, merchant, and
corporate payment program transactions









															
	DELIVERING THE FUTURE OF STORED VALUE	  	Canada	  	1314816	  	8/25/2006	  	TMA719465	  	7/25/2008	  	35, 36	  	 (1) Promoting the sale of products and services of others through the administration of consumer loyalty and incentive award programs.
  
 (2) Payment and transaction processing services; credit card services; credit card transaction
processing services; debit card services; debit card transaction processing services; check processing services; administrating stored value cards for consumer loyalty and incentive award programs; financial services, namely, providing on-line
administration and reporting for stored value card accounts; issuing stored value cards; financial services, namely operating an account-based system to process and support consumer, merchant, and corporate payment program transactions.

 
 (3) Providing loyalty and incentive programs to promote the sale of products and services of
others.
  
 (4) Payment and transaction processing services; credit card services; credit
card transaction processing services; debit card services; debit card transaction processing services; providing stored value programs; financial services, namely, providing on-line stored value accounts in an electronic environment; issuing stored
value cards; financial services, namely operating an account-based system to process and support consumer, merchant, and corporate payment program transactions

								
	DELIVERING THE FUTURE OF STORED VALUE	  	Mexico	  	802947	  	8/25/2006	  	1011031	  	8/25/2006	  	35	  	Providing loyalty and incentive programs to promote the sale of products and services of others.

  








															
	DELIVERING THE FUTURE OF STORED VALUE	  	United States	  	78/824,709	  	2/27/2006	  	3,336,877	  	11/13/2007	  	35, 36	  	 Class 35: Providing loyalty and incentive programs to promote the sale of products and services of others
  
 Class 36: Payment and transaction processing services; credit card services; credit card transaction
processing services; debit card services; debit card transaction processing services; providing stored value programs; financial services, namely providing on-line stored value accounts in an electronic environment; issuing stored value cards;
financial services, namely operating an account-based system to process and support consumer, merchant, and corporate payment program transactions

								
	E3	  	United States of America	  	77/656,465	  	01/26/2009	  		  		  	42	  	Data encryption services in the field of payment card processing
								
	

	  	United States of America	  	77/689,721	  	03/12/2009	  		  		  	42	  	Data encryption services in the field of payment card processing
								
	GIVE SOMETHING BACK NETWORK	  	United States of America	  	77/193,183	  	5/30/2007	  		  		  	35	  	Promoting the issuance of credit card, debit card, smart card and payment card accounts through the administration of incentive award programs, loyalty programs and affinity
programs
								
	GIVE SOMETHING BACK NETWORK	  	United States of America	  	77/193,194	  	5/30/2007	  		  		  	36	  	Financial services, namely, credit card, debit card, smart card and payment card transaction processing services; credit card, debit card, smart card and payment card verification services;
check verification and processing services; philanthropic services concerning monetary donations, charitable fund raising services; providing interactive websites containing information related to all the foregoing services
								
	GSB NETWORK	  	United States of America	  	77/193,240	  	5/30/2007	  	3,541,055	  	12/2/2008	  	35	  	Promoting the issuance of credit card, debit card, smart card and payment card accounts through the administration of incentive award programs, loyalty programs and affinity
programs









															
	GSB NETWORK	  	United States of America	  	77/193,405	  	5/30/2007	  	3,541,055	  	12/2/2008	  	36	  	Financial services, namely, credit card, debit card, smart card and payment card transaction processing services; credit card, debit card, smart card and payment card verification services;
check verification and processing services; philanthropic services concerning monetary donations, charitable fund raising services; providing interactive websites containing information related to all the foregoing services
								
	HEARTLAND AUTO RECOVERY	  	United States of America	  	77/523,322	  	7/16/2008	  	3,642,349	  	6/23/2009	  	36	  	Financial services, namely, check recovery services; check verification and processing services; providing electronic processing of electronic funds transfer, ACH, electronic check and
electronic payments; electronic processing and transmission of payment data; electronic funds transfer services; providing online financial services to retail merchants, namely, providing financial account management services and financial clearance
services in the nature of clearing and settling financial transactions for merchants; information services, namely, financial information provided by electronic means
								
	 HEARTLAND BATCH EXPRESS and Design
  
 


	  	United States	  		  		  		  		  	36	  	









															
	HEARTLAND CAMPUS ONECARD	  	United States of America	  	77/737,060	  	5/17/2009	  		  		  	36	  	Financial services, namely, credit card, debit card, bank card, smart card and payment card transaction processing services; credit card, debit card, bank card, smart card and payment card
verification services; check verification and processing services; credit card, debit card, bank card, smart card and payment card authorization services; electronic processing and transmission of payment data; electronic funds transfer services;
payroll tax debiting services; providing online financial services to retail merchants, namely, providing financial account management services and financial clearance services in the nature of clearing and settling financial transactions for
merchants; information services, namely, financial information provided by electronic means; encoded smart cards containing programming used to provide identity authentication, facilities access and electronic payment services
								
	 HEARTLAND CONNECT and Design
  
 


	  	United States	  	77/702,184	  	3/30/2009	  		  		  	42	  	Providing temporary online non-downloadable computer software for use in accessing online credit and debit card transaction processing services
								
	HEARTLAND GIVE SOMETHING BACK NETWORK	  	United States of America	  	77/193,131	  	5/30/2007	  		  		  	35	  	Promoting the issuance of credit card, debit card, smart card and payment card accounts through the administration of incentive award programs, loyalty programs and affinity
programs
								
	HEARTLAND GIVE SOMETHING BACK NETWORK	  	United States of America	  	77/193,160	  	5/30/2007	  		  		  	36	  	Financial services, namely, credit card, debit card, smart card and payment card transaction processing services; credit card, debit card, smart card and payment card verification services;
check verification and processing services; philanthropic services concerning monetary donations, charitable fund raising services; providing interactive websites containing information related to all the foregoing services









															
	HEARTLAND ONECARD	  	United States of America	  	77/737,046	  	5/14/2009	  		  		  	36	  	Financial services, namely, credit card, debit card, bank card, smart card and payment card transaction processing services; credit card, debit card, bank card, smart card and payment card
verification services; check verification and processing services; credit card, debit card, bank card, smart card and payment card authorization services; electronic processing and transmission of payment data; electronic funds transfer services;
payroll tax debiting services; providing online financial services to retail merchants, namely, providing financial account management services and financial clearance services in the nature of clearing and settling financial transactions for
merchants; information services, namely, financial information provided by electronic means; encoded smart cards containing programming used to provide identity authentication, facilities access and electronic payment services
								
	HEARTLAND PAYDAY	  	United States	  	78/152,961	  	8/9/2002	  	2,912,635	  	12/21/2004	  	36	  	Debit account services featuring a computer readable card
								
	 HEARTLAND PAYDAY and Design
  
 


	  	United States	  	78/153,278	  	8/12/2002	  	2,747,285	  	8/5/2003	  	36	  	Debit account services featuring a computer readable card
								
	HEARTLAND PAYMENT SYSTEMS	  	United States of America	  	75/374,633	  	10/16/1997	  	2,742,163	  	7/29/2003	  	36	  	credit card, debit card and bank card processing services, credit card, debit card and bank card verification services; check verification and processing services; electronic funds transfer
services









															
	 HEARTLAND PAYMENT SYSTEMS THE HIGHEST STANDARDS and Design
  
 


	  	United States of America	  	77/044,321	  	11/15/2006	  	3,315,693	  	10/23/2007	  	36	  	Financial services, namely, credit card, debit card and bank card transaction processing services, credit card, debit card and bank card verification services; check verification and processing
services; credit card, debit card and bank card authorization services; electronic processing and transmission of payment data; electronic funds transfer services; payroll tax debiting services; providing online financial services to retail
merchants, namely, providing financial account management services and financial clearance services in the nature of clearing and settling financial transactions for merchants; information services, namely, financial information provided by
electronic means.
								
	 HEARTLAND PAYMENT SYSTEMS THE HIGHEST STANDARDS THE MOST TRUSTED TRANSACTIONS and Design
  
 


	  	United States of America	  	77/241,827	  	7/30/2007	  	3,578,543	  	2/24/2009	  	36	  	Financial services, namely, credit card, debit card, bank card, smart card and payment card transaction processing services; credit card, debit card, bank card, smart card and payment card
verification services; check verification and processing services; credit card, debit card, bank card, smart card and payment card authorization services; electronic processing and transmission of payment data; electronic funds transfer services;
payroll tax debiting services; providing online financial services to retail merchants, namely, providing financial account management services and financial clearance services in the nature of clearing and settling financial transactions for
merchants; information services, namely, financial information provided by electronic means
								
	HEARTLAND POS GATEWAY	  	United States	  	78/787,814	  	1/9/2006	  	3,304,297	  	10/2/2007	  	36	  	Providing electronic processing of credit card and debit card transactions via a proprietary and secure financial global computer network
								
	 HEARTLAND POS GATEWAY and Design (color mark)
  
 


	  	United States of America	  	78/787,830	  	1/9/2006	  	3,304,298	  	10/2/2007	  	36	  	providing electronic processing of credit card and debit card transactions via a proprietary and secure financial global computer network









															
	HEARTLAND SMARTLINK	  	United States of America	  	77/757,776	  	6/11/2009	  		  		  	36	  	Financial services, namely, credit card, debit card, bank card, smart card and payment card transaction processing services; credit card, debit card, bank card, smart card and payment card
verification services; check verification and processing services; credit card, debit card, bank card, smart card and payment card authorization services; electronic processing and transmission of payment data; electronic funds transfer services;
payroll tax debiting services; providing online financial services to retail merchants, namely, providing financial account management services and financial clearance services in the nature of clearing and settling financial transactions for
merchants
								
	HEARTLAND SMARTLINK	  	United States of America	  	77/757,779	  	6/11/2009	  		  		  	38	  	Providing access to secure telecommunication networks; providing electronic transmission of data in the fields of payment card processing, electronic funds transfer, check management, energy
management, facilities management, inventory management and back office systems; transmission of information by electronic communications networks
								
	HEARTLAND SMARTOPS	  	United States of America	  	77/771,353	  	6/30/2009	  		  		  	42	  	Computer services, namely, providing a web-based school management system and online portal for providing financial management, admissions management, education management and records management

								
	 HEARTLAND SMARTOPS
  
 


	  	United States of America	  	77/771,359	  	6/30/2009	  		  		  	42	  	Computer services, namely, providing a web-based school management system and online portal for providing financial management, admissions management, education management and records management










															
	HEARTLAND TABLE SIDE	  	United States of America	  	77/523,312	  	7/16/2008	  	3,642,348	  	6/23/2009	  	36	  	Financial services, namely, electronic processing and transmission of payment data; wireless electronic payment management and processing services for restaurants and other merchants; providing
electronic payment credit card, debit card, bank card, smart card and payment card transaction processing services; credit card, debit card, bank card, smart card and payment card verification services; credit card, debit card, bank card, smart card
and payment card authorization services; electronic funds transfer services; providing online financial services to retail merchants, namely, providing financial account management services and financial clearance services in the nature of clearing
and settling financial transactions for merchants; information services, namely, financial information provided by electronic means; gift and loyalty card program services
								
	 HEARTLAND WEBCONNECT and Design
  
 


	  	United States of America	  	77/509,272	  	6/26/2006	  	3,625,889	  	5/26/2009	  	42	  	providing temporary online non-downloadable computer software for use in accessing online credit and debit card transaction processing services
								
	HLEARNING	  	United States of America	  	78/426,368	  	5/27/2004	  	3,088,561	  	5/2/2006	  	41	  	Educational services, namely, conducting online classes, workshops and courses, to merchants to further their understanding of credit card processing services and charges
								
	 HPS and Design
  
 


	  	United States of America	  	78/537,554	  	12/23/2004	  	3,308,348	  	10/9/2007	  	35	  	payroll preparation services; administration of business payroll for others
								
	 HPS and Design
  
 


	  	United States of America	  	78/977,202	  	9/19/2006	  	3,146,961	  	9/19/2006	  	36	  	financial services, namely, credit card, debit card and bank card transaction processing services, credit card, debit card and bank card verification services; check verification and processing
services; payroll tax debiting services; providing online financial services to retail merchants, namely, providing financial account management services and financial clearance services in the nature of clearing and settling financial transactions
for merchants









															
	 HPS and Design (color mark)
  
 


	  	United States of America	  	78/537,548	  	12/23/2004	  	3,303,529	  	10/2/2007	  	35	  	payroll preparation services; administration of business payroll for others
								
	 HPS and Design (color mark)
  
 


	  	United States of America	  	78/977,201	  	12/23/2004	  	3,146,960	  	9/19/2006	  	36	  	financial services, namely, credit card, debit card and bank card transaction processing services, credit card, debit card and bank card verification services; check verification and processing
services; payroll tax debiting services; providing online financial services to retail merchants, namely, providing financial account management services and financial clearance services in the nature of clearing and settling financial transactions
for merchants
								
	 HPS EXCHANGE and Design
  
 


	  	United States of America	  	78/258,837	  	6/5/2003	  	2,877,400	  	8/24/2004	  	36	  	financial services, namely, credit card processing services
								
	INSTALERT	  	United States of America	  	77/690,595	  	3/13/2009	  		  		  	45	  	providing credit card fraud detection services to merchants via the Internet
								
	INSTAVIEW	  	United States of America	  	78/592,538	  	3/22/2005	  	3,132,232	  	8/22/2006	  	36	  	providing account transaction information to merchants, namely, credit card and debit card transactions information and balances via a secure Internet website









															
	MERCHANT BILL OF RIGHTS	  	Canada	  	1,439,896	  	6/1/2009	  		  		  	35	  	Business advisory services, consultancy and information; public advocacy to promote awareness of credit, debit and payment card processing practices; information, advisory and consultancy
services relating to credit, debit and payment card processing practices, including such services provided online or via the Internet; providing a website featuring information about credit, debit and payment card processing
services
								
	MERCHANT BILL OF RIGHTS	  	United States of America	  	78/913,582	  	6/21/2006	  		  		  	 35
  
 36
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
 40
	  	 Financial records management.
  
 Financial services, namely, credit card, debit card, payment card and bank card transaction processing services, credit card, debit card, payment card and bank card
verification services; check verification and processing services; credit card, debit card, payment card and bank card authorization services; payroll tax debiting services; providing online financial services to retail merchants, namely, providing
financial account management services and financial clearance services in the nature of clearing and settling financial transactions for merchants; electronic payment, namely, electronic processing and transmission of payment data; electronic funds
transfer services; and information services, namely, financial information provided by electronic means; remote capture and deposit of check images; financial records management; financial assessment and risk management services for
others
  
 Electronic imaging, scanning and digitizing for remote capture and deposit of
check images for purposes of settlement










															
	MERCHANT BILL OF RIGHTS	  	United States of America	  	77/627,842	  	12/5/2008	  		  		  	 35
  
  
  
 36
	  	 Business advisory services, consultancy and information; public advocacy to promote awareness of credit, debit and payment card processing practices

  
 Information, advisory and consultancy services relating to credit, debit and payment
card processing practices, including such services provided online or via the Internet; providing a website featuring information about credit, debit and payment card processing services

								
	 ONECARD Logo
  
 


	  	United States	  	77/756,670	  	6/10/2009	  		  		  	36	  	Financial services, namely, credit card, debit card, bank card, smart card and payment card transaction processing services; credit card, debit card, bank card, smart card and payment card
verification services; check verification and processing services; credit card, debit card, bank card, smart card and payment card authorization services; electronic processing and transmission of payment data; electronic funds transfer services;
payroll tax debiting services; providing online financial services to retail merchants, namely, providing financial account management services and financial clearance services in the nature of clearing and settling financial transactions for
merchants; information services, namely, financial information provided by electronic means; encoded smart cards containing programming used to provide identity authentication, facilities access and electronic payment services
								
	 ONLINE MERCHANT CENTER and Design
  
 


	  	United States of America	  	78/588,492	  	3/16/2005	  	3,103,510	  	6/13/2006	  	36	  	providing credit and debit card transaction data and cash management data to merchants via a secure Internet website









															
	PASSPORT	  	United States of America	  	78/734,618	  	6/14/2004	  	3,303,428	  	10/2/2007	  	36	  	Providing online financial services to retail merchants, namely, providing on-line transaction processing and reporting services in the field of credit card, debit card and bankcard processing
services
								
	PEPPERCOIN	  	Australia	  	942960	  	2/10/2003	  	942960	  	2/10/2003	  	9, 36, 42	  	 Class 9: Computer programs for use in producing, processing and authenticating payment requests; computers.
  
 Class 36: Payment services, namely producing, processing and authenticating electronic payment
requests; consulting services in the field of producing, processing and authenticating payment requests.
  
 Class 42 Computer software maintenance; computer software support, namely integration and customization of computer software for others.

								
	PEPPERCOIN	  	China	  	3528712	  	4/16/2003	  	3528712	  	10/21/2004	  	9	  	Computers and their external equipment
								
	PEPPERCOIN	  	China	  	3528711	  	4/16/2003	  	3528711	  	4/27/2005	  	36	  	Financial affairs
								
	PEPPERCOIN	  	China	  	3528710	  	4/16/2003	  	3528710	  	5/6/2005	  	42	  	Computer programming, and concerned services.
								
	PEPPERCOIN	  	Community Trademark	  	3043064	  	2/10/2003	  	3043064	  	3/4/2005	  	9, 36, 42	  	 Class 9: Computer programs for use in producing, processing and authenticating payment requests; computers.
  
 Class 36: Payment services, namely producing, processing and authenticating electronic payment
requests; consulting services in the field of producing, processing and authenticating payment requests.
  
 Class 42 Computer software maintenance; computer software support, namely integration and customization of computer software for others.

								
	PEPPERCOIN	  	India	  	1177835	  		  	1177835	  	2/23/2003	  	9	  	
								
	PEPPERCOIN	  	India	  	1177838	  		  	1177838	  	2/24/2003	  	16	  	









															
	PEPPERCOIN	  	Japan	  	2003-015659	  	2/28/2003	  	4737815	  	1/9/2004	  	9, 36, 42	  	 Class 9: Electrical and scientific apparatus
  
 Class 36: Insurance and financial services
  
 Class 42: Scientific and technological services

								
	PEPPERCOIN	  	United States	  	78/153,780	  	8/12/2002	  	2,968,089	  	7/12/2005	  	9	  	Downloadable computer programs for use in producing, processing and authenticating payment requests
								
	PEPPERCOIN	  	United States	  	78/153,786	  	8/13/2002	  	2,896,341	  	10/19/2004	  	36	  	Payment services, namely producing, processing and authenticating Electronic payment requests; consulting services in the field of producing, Processing and authenticating payment
requests
								
	PEPPERCOIN	  	United States	  	78/153,792	  	8/13/2002	  	2,896,341	  	10/19/2004	  	42	  	Computer software maintenance; computer software support, namely, integration and customization of computer software for others
								
	RECEIPT AND RESPOND	  	Canada	  	1359598	  	8/13/2007	  		  		  	35, 36	  	Providing loyalty and incentive programs to promote the sale of products and services of others; payment and transaction processing services; credit card services; credit card transaction
processing services; debit card services; debit card transaction processing services; check processing services; providing stored value programs; financial services, namely providing on-line stored value accounts in an electronic environment;
issuing stored value cards; financial services, namely operating an account based system to process and support consumer, merchant, and corporate payment program transactions; advertising services, namely, assisting retailers with the selling of
advertising space on point of sale receipts, emails, text messages, and other forms of consumer communications, and tracking purchasing behavior resulting from such advertising









															
	RECEIPT AND RESPOND	  	Mexico	  	875037	  	8/13/2007	  		  		  	35	  	Providing stored value programs, namely, providing stored value gift cards and pre-paid cards; advertising services, namely, assisting retailers with the selling of advertising space on point of
sale receipts and tracking purchasing behavior resulting from such advertising; advertising services, assisting retailers with the selling of advertising space on point of sale receipts, emails, text messages and other forms of consumer
communications, and tracking purchasing behavior resulting from such advertising.
								
	RECEIPT AND RESPOND	  	Mexico	  	875036	  	8/13/2007	  		  		  	36	  	Payment and transaction processing services; credit card services; credit card transaction processing services; debit card services; debit cards transaction processing services; check processing
services; financial services, namely providing on-line stored value accounts in an electronic environment; issuing a stored value cards; financial services, namely operating and account-based system to process and support consumer, merchant, and
corporate payment program transactions.









															
	RECEIPT AND RESPOND	  	United States	  	77/105,521	  	2/12/2007	  		  		  	35, 36	  	 Class 35: Providing loyalty and incentive programs to promote the sale of products and services of others; advertising services, namely, assisting
retailers with customer loyalty and incentive programs by assisting with the sale of advertising space on point of sale receipts, emails, text messages and other consumer communications; advertising services, namely, tracking customer loyalty data
and purchasing behavior resulting from such advertising
  
 Class 36: Payment and
transaction processing services; credit card services; credit card transaction processing services; debit card services; debit card transaction processing services; providing stored value programs; financial services, namely, providing on-line
stored value accounts in an electronic environment; issuing stored value cards; financial services, namely, operating an account-based system to process and support consumer, merchant, and corporate payment program transactions.

								
	SIMPLYLOYALTY	  	Australia	  	1230158	  	3/14/2008	  		  		  	35, 36	  	 Class 35: Advertising; business management; business administration; office functions; providing loyalty and incentive programs to promote the sale
of products and services of others
  
 Class 36: Insurance; financial affairs; monetary
affairs; real estate affairs; payment and transaction processing services; credit card services; credit card transaction processing services; debit card services; debit card transaction processing services; providing stored value programs; financial
services, namely providing on-line stored value accounts in an electronic environment; issuing stored value cards; financial services, namely operating an account-based system to process and support consumer, merchant, and corporate payment program
transactions










															
	SIMPLYLOYALTY	  	Canada	  	1387548	  	3/14/2008	  		  		  	35, 36	  	 (1) Providing loyalty and incentive programs to promote the sale of products and services of others.
  
 (2) Payment and transaction processing services; credit card services; credit card transaction
processing services; debit card services; debit card transaction processing services; providing stored value programs; financial services, namely providing on-line stored value accounts in an electronic environment; issuing stored value cards;
financial services, namely operating an account-based system to process and support consumer, merchant, and corporate payment program transactions

								
	SIMPLYLOYALTY	  	Mexico	  	921102	  	3/14/2008	  	1081464	  	3/14/2008	  	35	  	
								
	SIMPLYLOYALTY	  	Mexico	  	921104	  	3/14/2008	  		  		  	36	  	
								
	SIMPLYLOYALTY	  	United States	  	77/279,494	  	9/14/2007	  		  		  	35, 36	  	 Class 35: Providing loyalty and incentive programs to promote the sale of products and services of others
  
 Class 36: Payment and financial transaction processing services; credit card services; credit card
transaction processing services; debit card services; debit card transaction processing services; providing stored value programs in the nature of recording, storing and redeeming reward currency in various forms; financial services, namely,
providing on-line stored value accounts in an electronic environment; issuing stored value cards; financial services, namely, operating an account-based system to process and support consumer, merchant, and corporate payment program transactions











															
	SINGLE SWIPE	  	Canada	  	1243487	  	1/13/2005	  		  		  	35, 36	  	 (1) Develop, implement and manage contests, stored value programs, marketing programs and incentive award programs to promote the sale of products
and services of others and consulting services for the same.
  
 (2) Payment and
transaction processing services; credit card services; credit card transaction processing services; debit card services; debit card transaction processing services; check processing services; financial services, namely providing on-line stored value
accounts in an electronic environment; issuing stored value cards; processing stored value cards; financial services, namely operating an account-based system to process and support consumer, merchant and corporate payment program
transactions

								
	SINGLE SWIPE	  	Mexico	  	698948	  	1/27/2005	  		  		  	35	  	
								
	SINGLE SWIPE	  	Mexico	  	698947	  	1/27/2005	  		  		  	36	  	
								
	SINGLE SWIPE	  	United States	  	78/449,880	  	7/13/2004	  		  		  	35	  	Promoting the sale of the goods and services of others through promotional contests, the administration of incentive award programs, and arranging and conducting marketing promotional events for
others
								
	SINGLE SWIPE	  	United States	  	78/449,881	  	7/13/2004	  	3,604,275	  	4/7/2009	  	36	  	Bill payment services; banking and financial services, namely, credit card transaction processing services; credit card services; credit card transaction processing services; debit card
services; debit card transaction processing services ;check processing services; financial services, namely, providing on-line stored value accounts in an electronic environment; issuing stored value cards; processing stored value cards; financial
services, namely, operating an account-based system to process and support consumer, merchant, and corporate payment program transactions









															
	THE TECHNOLOGY BEHIND STORED VALUE	  	United States	  	78/334,731	  	12/1/2003	  	3,077,452	  	4/4/2006	  	35, 36	  	 Class 35: Providing loyalty and incentive programs to promote the sale of products and services of others
  
 Class 36: Payment and transaction processing services; credit card services; credit card transaction
processing services; debit card services; debit card transaction processing services; check processing services; providing stored value programs; financial services, namely providing on-line stored value accounts in an electronic environment;
issuing stored value cards; financial services, namely operating an account-based system to process and support consumer, merchant, and corporate payment program transactions


 Copyrights and Copyright Applications 
 None. 
 Intellectual Property Licenses

 None. 







 EXHIBIT B 
 (See Section 4.4 and 4.8 of Security Agreement) 
 AMENDMENT 
 This Amendment, dated                     ,
        is delivered pursuant to Section [4.4][4.8] of the Security Agreement referred to below. All defined terms herein shall have the meanings ascribed thereto or incorporated by reference in the Security
Agreement. The undersigned hereby certifies that the representations and warranties in Article III of the Security Agreement are and continue to be true and correct. The undersigned further agrees that this Amendment may be attached to that
certain Pledge and Security Agreement, dated August 3, 2009, among the undersigned, as the Grantors, and JPMorgan Chase Bank, N.A., as the Administrative Agent, (the “Security Agreement”) and that the Collateral listed on
Schedule I to this Amendment shall be and become a part of the Collateral referred to in said Security Agreement and shall secure all Secured Obligations referred to in said Security Agreement. 
  

			
	HEARTLAND PAYMENT SYSTEMS, INC.
		
	By:	 	  

	Name:	 	  

	Title:	 	  

	
	THE HEARTLAND PAYROLL COMPANY, L.L.C.
		
	By:	 	  

	Name:	 	  

	Title:	 	  

	
	DEBITEK, INC.
		
	By:	 	  

	Name:	 	  

	Title:	 	  

	
	HEARTLAND ACQUISITION, LLC
		
	By:	 	  

	Name:	 	  

	Title:	 	  










 SCHEDULE I TO AMENDMENT 
 STOCKS 
  

									
	 Issuer
	 	Certificate
Number(s)	 	Number of Shares	 	Class of Stock	 	Percentage of
Outstanding
Shares
		 		 		 		 	
		 		 		 		 	
		 		 		 		 	
		 		 		 		 	

 BONDS 
  

									
	 Issuer
	 	Number	 	Face Amount	 	Coupon Rate	 	Maturity
		 		 		 		 	
		 		 		 		 	
		 		 		 		 	
		 		 		 		 	

 GOVERNMENT SECURITIES 
  

											
	 Issuer
	 	Number	 	Type	 	Face Amount	 	Coupon Rate	 	Maturity
		 		 		 		 		 	
		 		 		 		 		 	
		 		 		 		 		 	
		 		 		 		 		 	

 OTHER SECURITIES OR OTHER INVESTMENT PROPERTY 
 (CERTIFICATED AND UNCERTIFICATED) 
  

					
	 Issuer
	 	Description of Collateral	 	Percentage Ownership Interest
		 		 	
		 		 	
		 		 	
		 		 	

 [Add description of custody accounts or arrangements with securities intermediary, if applicable]

 COMMERCIAL TORT CLAIMS 
  

					
	 Description of Claim
	 	Parties	 	Case Number; Name of Court
where Case was Filed
		 		 	
		 		 	








 EXHIBIT C 
 (See Section 7.20 of Security Agreement) 
 ADDITIONAL GRANTOR
SUPPLEMENT 
 THIS ADDITIONAL GRANTOR SUPPLEMENT is made by the
undersigned as of [                    , 200    ], and supplements the Pledge and Security Agreement dated as of August 3,
2009 (as the same may be amended, restated, supplemented or otherwise modified from time to time, including as supplemented by this Additional Grantor Supplement, the “Security Agreement”; capitalized terms used and not otherwise
defined herein shall have the meanings given them in the Security Agreement), made by Heartland Payment Systems, Inc., a Delaware corporation, The Heartland Payroll Company, L.L.C., an Ohio limited liability company, and Debitek, Inc., a Delaware
corporation (collectively, the “Existing Grantors”), in favor of the Secured Parties (as defined in the Security Agreement). 
 WITNESSETH: 
 WHEREAS, the Security Agreement provides that any Person that becomes a Guarantor in accordance with
Section 5.09 of the Credit Agreement (as defined in the Security Agreement), although not a Grantor under the Security Agreement at the time of the initial execution thereof, may become a Grantor under the Security Agreement upon the
delivery to the Administrative Agent of a supplement in substantially the form of this Additional Grantor Supplement; and 
 WHEREAS, the
undersigned was not a Guarantor on the date of the Security Agreement and, therefore, was not a party to the Security Agreement but now desires to become a Grantor thereunder; 
 NOW, THEREFORE, the undersigned hereby agrees as follows: 
 The undersigned agrees to be bound by all of the provisions of the Security Agreement applicable to a Grantor thereunder and agrees that it shall, on the date this Additional Grantor Supplement is accepted by the
Administrative Agent, become a Grantor, for all purposes of the Security Agreement to the same extent as if originally a party thereto with the representations and warranties contained therein being deemed to be made by the undersigned as of the
date hereof. The undersigned agrees to be bound by all of the covenants and provisions in the Security Agreement applicable to a Grantor, and the undersigned grants to the Administrative Agent, for the benefit of the Secured Parties, a security
interest in the entire right, title, and interest of the undersigned in and to all Collateral of such Grantor, as more fully set forth in Article II of the Security Agreement. 
 The undersigned and the Existing Grantors agree that Exhibit A attached to this Amendment shall replace the corresponding exhibits in the Security
Agreement and that the perfection certificate attached to this Amendment shall replace the Perfection Certificate referenced in the Security Agreement. 







 IN WITNESS WHEREOF, the undersigned has caused this Additional Grantor Supplement to be executed and
delivered by a duly authorized officer on the date first above written. 
  

			
	[NAME OF GRANTOR]
		
	By:	 	  

	Name:	 	  

	Title:	 	  



  

					
	Address for Notices:
			
	[	 	  
	 	]
	[	 	  
	 	]
	[	 	  
	 	]
	[	 	  
	 	]


  

			
	AGREED AND ACCEPTED:

	
	HEARTLAND PAYMENT SYSTEMS, INC.
		
	By:	 	  

	Name:	 	  

	Title:	 	  

	
	THE HEARTLAND PAYROLL COMPANY, L.L.C.
		
	By:	 	  

	Name:	 	  

	Title:	 	  

	
	DEBITEK, INC.
		
	By:	 	  

	Name:	 	  

	Title:	 	  

	
	HEARTLAND ACQUISITION, LLC
		
	By:	 	  

	Name:	 	  

	Title: