Securitiy Agreement, dated as of October 5, 2005



 Exhibit 10.7 
  
 EXECUTION COPY 
  

  
 SECURITY AGREEMENT 
  
 By 
  
 DaVita Inc., 
 as
Borrower 
  
 and 
  
 THE GUARANTORS PARTY HERETO 
  
 and 
  
 JPMorgan Chase Bank, N.A., 
 as Collateral Agent 
  

  
 Dated as of October 5, 2005 
  








 TABLE OF CONTENTS 
  


					
	 	 	 	  	Page


	PREAMBLE	  	1
		
	RECITALS	  	1
		
	AGREEMENT	  	2
			
	 	 	ARTICLE I	  	 
			
	 	 	DEFINITIONS AND INTERPRETATION	  	 
			
	SECTION 1.1.	 	DEFINITIONS	  	2
	SECTION 1.2.	 	INTERPRETATION	  	9
	SECTION 1.3.	 	RESOLUTION OF DRAFTING AMBIGUITIES	  	9
	SECTION 1.4.	 	PERFECTION CERTIFICATE	  	9
			
	 	 	ARTICLE II	  	 
			
	 	 	GRANT OF SECURITY AND SECURED OBLIGATIONS	  	 
			
	SECTION 2.1.	 	GRANT OF SECURITY INTEREST	  	9
	SECTION 2.2.	 	FILINGS	  	10
			
	 	 	ARTICLE III	  	 
			
	 	 	PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES;	  	 
	 	 	USE OF PLEDGED COLLATERAL	  	 
			
	SECTION 3.1.	 	DELIVERY OF CERTIFICATED SECURITIES COLLATERAL	  	11
	SECTION 3.2.	 	PERFECTION OF UNCERTIFICATED SECURITIES COLLATERAL	  	12
	SECTION 3.3.	 	FINANCING STATEMENTS AND OTHER FILINGS; MAINTENANCE OF PERFECTED SECURITY INTEREST	  	12
	SECTION 3.4.	 	OTHER ACTIONS	  	12
	SECTION 3.5.	 	JOINDER OF ADDITIONAL GUARANTORS	  	16
	SECTION 3.6.	 	SUPPLEMENTS; FURTHER ASSURANCES	  	17
			
	 	 	ARTICLE IV	  	 
			
	 	 	REPRESENTATIONS, WARRANTIES AND COVENANTS	  	 
			
	SECTION 4.1.	 	TITLE	  	17

  

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	SECTION 4.2.	 	VALIDITY OF SECURITY INTEREST	  	18
	SECTION 4.3.	 	DEFENSE OF CLAIMS; TRANSFERABILITY OF PLEDGED COLLATERAL	  	18
	SECTION 4.4.	 	OTHER FINANCING STATEMENTS	  	18
	SECTION 4.5.	 	CHIEF EXECUTIVE OFFICE; CHANGE OF NAME; JURISDICTION OF ORGANIZATION	  	18
	SECTION 4.6.	 	LOCATION OF INVENTORY AND EQUIPMENT.	  	19
	SECTION 4.7.	 	DUE AUTHORIZATION AND ISSUANCE	  	19
	SECTION 4.8.	 	CONSENTS, ETC.	  	19
	SECTION 4.9.	 	PLEDGED COLLATERAL	  	19
	SECTION 4.10.	 	INSURANCE	  	19
			
	 	 	ARTICLE V	  	 
			
	 	 	CERTAIN PROVISIONS CONCERNING SECURITIES COLLATERAL	  	 
			
	SECTION 5.1.	 	PLEDGE OF ADDITIONAL SECURITIES COLLATERAL	  	20
	SECTION 5.2.	 	VOTING RIGHTS; DISTRIBUTIONS; ETC.	  	20
	SECTION 5.3.	 	DEFAULTS, ETC	  	21
	SECTION 5.4.	 	CERTAIN AGREEMENTS OF PLEDGORS AS ISSUERS AND HOLDERS OF EQUITY INTERESTS	  	22
			
	 	 	ARTICLE VI	  	 
			
	 	 	CERTAIN PROVISIONS CONCERNING INTELLECTUAL	  	 
	 	 	PROPERTY COLLATERAL	  	 
			
	SECTION 6.1.	 	GRANT OF INTELLECTUAL PROPERTY LICENSE	  	22
	SECTION 6.2.	 	PROTECTION OF COLLATERAL AGENT’S SECURITY	  	22
	SECTION 6.3.	 	AFTER-ACQUIRED PROPERTY	  	23
	SECTION 6.4.	 	LITIGATION	  	23
			
	 	 	ARTICLE VII	  	 
			
	 	 	CERTAIN PROVISIONS CONCERNING RECEIVABLES	  	 
			
	SECTION 7.1.	 	MAINTENANCE OF RECORDS	  	24
	SECTION 7.2.	 	LEGEND	  	24
	SECTION 7.3.	 	MODIFICATION OF TERMS, ETC	  	25
	SECTION 7.4.	 	COLLECTION	  	25

  

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	 	  	ARTICLE VIII	  	 
			
	 	  	TRANSFERS	  	 
			
	SECTION 8.1.	  	TRANSFERS OF PLEDGED COLLATERAL	  	25
			
	 	  	ARTICLE IX	  	 
			
	 	  	REMEDIES	  	 
			
	SECTION 9.1.	  	REMEDIES	  	26
	SECTION 9.2.	  	NOTICE OF SALE	  	27
	SECTION 9.3.	  	WAIVER OF NOTICE AND CLAIMS	  	28
	SECTION 9.4.	  	CERTAIN SALES OF PLEDGED COLLATERAL	  	28
	SECTION 9.5.	  	NO WAIVER; CUMULATIVE REMEDIES	  	30
	SECTION 9.6.	  	CERTAIN ADDITIONAL ACTIONS REGARDING INTELLECTUAL PROPERTY	  	30
			
	 	  	ARTICLE X	  	 
			
	 	  	APPLICATION OF PROCEEDS	  	 
			
	SECTION 10.1.	  	APPLICATION OF PROCEEDS	  	31
			
	 	  	ARTICLE XI	  	 
			
	 	  	MISCELLANEOUS	  	 
			
	SECTION 11.1.	  	CONCERNING COLLATERAL AGENT	  	31
	SECTION 11.2.	  	COLLATERAL AGENT MAY PERFORM; COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT	  	32
	SECTION 11.3.	  	CONTINUING SECURITY INTEREST; ASSIGNMENT	  	33
	SECTION 11.4.	  	TERMINATION; RELEASE	  	33
	SECTION 11.5.	  	MODIFICATION IN WRITING	  	34
	SECTION 11.6.	  	NOTICES	  	34
	SECTION 11.7.	  	GOVERNING LAW, CONSENT TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL	  	34
	SECTION 11.8.	  	SEVERABILITY OF PROVISIONS	  	34
	SECTION 11.9.	  	EXECUTION IN COUNTERPARTS	  	34
	SECTION 11.10.	  	BUSINESS DAYS	  	35
	SECTION 11.11.	  	NO CREDIT FOR PAYMENT OF TAXES OR IMPOSITION	  	35
	SECTION 11.12.	  	NO CLAIMS AGAINST COLLATERAL AGENT	  	35
	SECTION 11.13.	  	NO RELEASE	  	35
	SECTION 11.14.	  	OBLIGATIONS ABSOLUTE	  	35

  

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	SIGNATURES	  	S-1
			
	EXHIBIT 1	  	Form of Issuer’s Acknowledgment	  	 
	EXHIBIT 2	  	Form of Securities Pledge Amendment	  	 
	EXHIBIT 3	  	Form of Joinder Agreement	  	 
	EXHIBIT 4	  	Form of Control Agreement Concerning Securities Accounts	  	 
	EXHIBIT 5	  	Form of Control Agreement Concerning Deposit Accounts	  	 
	EXHIBIT 6	  	Form of Copyright Security Agreement	  	 
	EXHIBIT 7	  	Form of Patent Security Agreement	  	 
	EXHIBIT 8	  	Form of Trademark Security Agreement	  	 

  

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 SECURITY AGREEMENT 
  
 This SECURITY AGREEMENT dated as of October 5, 2005 (as amended, amended and restated, supplemented or otherwise
modified from time to time in accordance with the provisions hereof, this “Agreement”) is made by DaVita Inc., a Delaware corporation (the “Borrower”), and the Guarantors from to time to time party hereto (the
“Guarantors”), as pledgors, assignors and debtors (the Borrower, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a
“Pledgor”), in favor of JPMorgan Chase Bank, N.A., in its capacity as collateral agent pursuant to the Credit Agreement (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any
successors in such capacities, the “Collateral Agent”). 
  
 R E C I T A L S : 
  
 A. The Borrower, the Guarantors, the Collateral Agent and the lending institutions listed therein (the “Lenders”) have, in connection with the execution and delivery of this Agreement, entered into
that certain credit agreement, dated as of October 5, 2005 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; which term shall also include and refer to any increase
in the amount of indebtedness under the Credit Agreement and any refinancing or replacement of the Credit Agreement (whether under a bank facility, securities offering or otherwise) or one or more successor or replacement facilities whether or not
with a different group of agents or lenders (whether under a bank facility, securities offering or otherwise) and whether or not with different obligors upon the Administrative Agent’s acknowledgment of the termination of the predecessor Credit
Agreement). 
  
 B. Each Guarantor has, pursuant to the Credit
Agreement, unconditionally guaranteed the Secured Obligations. 
  
 C. The Borrower and each Guarantor will receive substantial benefits from the execution, delivery and performance of the obligations under the Credit Agreement and the other Loan Documents and each is, therefore, willing to enter into this
Agreement. 
  
 D. This Agreement is given by each Pledgor in favor
of the Collateral Agent for the benefit of the Secured Parties (as hereinafter defined) to secure the payment and performance of all of the Secured Obligations. 
  

F. It is a condition to (i) the obligations of the Lenders to make the Loans under the Credit Agreement and (ii) the obligations of the
Issuing Lender to issue Letters of Credit and (iii) the performance of the obligations of the Secured Parties under Specified Swap Agreements and Operating Indebtedness Agreements that constitute Secured Obligations that each Pledgor execute
and deliver the applicable Loan Documents, including this Agreement. 







 A G R E E M E N T : 
  
 NOW THEREFORE, in consideration of the foregoing premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Pledgor and the Collateral Agent hereby agree as follows: 
  
 ARTICLE I 
  
 DEFINITIONS AND INTERPRETATION 
  
 SECTION 1.1. Definitions. 
  
 (a) Unless otherwise defined herein or in the Credit Agreement, capitalized terms used herein that are defined in the UCC shall have the meanings assigned to them in the UCC; provided that in any event, the following terms shall have
the meanings assigned to them in the UCC: 
  
 “Accounts”; “Bank”; “Chattel Paper”; “Commercial Tort Claim”; “Commodity Account”; “Commodity Contract”; “Commodity
Intermediary”; “Documents”; “Electronic Chattel Paper”; “Entitlement Order”; “Equipment”; “Financial Asset”; “Fixtures”;
“Goods”, “Inventory”; “Letter-of-Credit Rights”; “Letters of Credit”; “Money”; “Payment Intangibles”; “Proceeds”; “
Records”; “Securities Account”; “Securities Intermediary”; “Security Entitlement”; “Supporting Obligations”; and “Tangible Chattel Paper.” 

 
 (b) Terms used but not otherwise defined herein that are defined in the
Credit Agreement shall have the meanings given to them in the Credit Agreement. Sections 1.3 and 1.5 of the Credit Agreement shall apply herein mutatis mutandis. 
  
 (c) The following terms shall have the following meanings: 
  
 “Account Debtor” shall mean each person who is obligated on a Receivable or Supporting Obligation related
thereto. 
  
 “Agreement” shall have the meaning
assigned to such term in the Preamble hereof. 
  
 “Bankruptcy Code” shall mean Title 11 of the United States Code, or any other law of the United States that from time to time provides a uniform system of bankruptcy laws. 
  
 “Borrower” shall have the meaning assigned to such term in
the Preamble hereof. 
  
 “Collateral Agent” shall
have the meaning assigned to such term in the Preamble hereof. 
  

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 “Collateral Support” shall mean all property (real or personal) assigned, hypothecated
or otherwise securing any Pledged Collateral and shall include any security agreement or other agreement granting a lien or security interest in such real or personal property. 
  
 “Commodity Account Control Agreement” shall mean a control agreement in a form that is reasonably
satisfactory to the Administrative Agent establishing the Collateral Agent’s Control with respect to any Commodity Account. 
  
 “Contracts” shall mean, collectively, with respect to each Pledgor, the Acquisition Documents, all sale, service, performance, equipment
or property lease contracts, agreements and grants and all other contracts, agreements or grants (in each case, whether written or oral, or third party or intercompany), between such Pledgor and any third party, and all assignments, amendments,
restatements, supplements, extensions, renewals, replacements or modifications thereof. 
  
 “Control” shall mean (i) in the case of each Deposit Account, “control,” as such term is defined in Section 9-104 of the UCC, (ii) in the case of any Security Entitlement,
“control,” as such term is defined in Section 8-106 of the UCC, and (iii) in the case of any Commodity Contract, “control,” as such term is defined in Section 9-106 of the UCC. 
  
 “Control Agreements” shall mean, collectively, the Deposit
Account Control Agreement, the Securities Account Control Agreement and the Commodity Account Control Agreement. 
  
 “Copyrights” shall mean, collectively, with respect to each Pledgor, all copyrights (whether statutory or common law, whether established
or registered in the United States or any other country or any political subdivision thereof, whether registered or unregistered and whether published or unpublished) and all copyright registrations and applications made by such Pledgor, in each
case, whether now owned or hereafter created or acquired by or assigned to such Pledgor, together with any and all (i) rights and privileges arising under applicable law with respect to such Pledgor’s use of such copyrights,
(ii) reissues, renewals, continuations and extensions thereof and amendments thereto, (iii) income, fees, royalties, damages, claims and payments now or hereafter due and/or payable with respect thereto, including damages and payments for
past, present or future infringements thereof, (iv) rights corresponding thereto throughout the world and (v) rights to sue for past, present or future infringements thereof. 
  
 “Copyright Security Agreement” shall mean an agreement substantially in the form of Exhibit 6
hereto. 
  
 “Credit Agreement” shall have the
meaning assigned to such term in Recital A hereof. 
  
 “Deposit Account Control Agreement” shall mean an agreement substantially in the form of Exhibit 5 hereto or such other form that is reasonably satisfactory to the Collateral Agent establishing the Collateral
Agent’s Control with respect to any Deposit Account. 
  

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 “Deposit Accounts” shall mean, collectively, with respect to each Pledgor, (i) all
“deposit accounts” as such term is defined in the UCC and in any event shall include the LC Account and all accounts and sub-accounts relating to any of the foregoing accounts and (ii) all cash, funds, checks, notes and instruments
from time to time on deposit in any of the accounts or sub-accounts described in clause (i) of this definition. 
  
 “Distributions” shall mean, collectively, with respect to each Pledgor, all dividends, cash, options, warrants, rights, instruments,
distributions, returns of capital or principal, income, interest, profits and other property, interests (debt or equity) or proceeds, including as a result of a split, revision, reclassification or other like change of the Pledged Securities, from
time to time received, receivable or otherwise distributed to such Pledgor in respect of or in exchange for any or all of the Pledged Securities or Intercompany Notes. 
  
 “Excluded Property” shall mean 
  
 (a) any permit or license issued by a Governmental Authority to any Pledgor or any agreement, Contract or
Intellectual Property License, including any agreement with a Govermental Authority, to which any Pledgor is a party, in each case, only to the extent and for so long as the terms of such permit, license, Contract or Intellectual Property License or
any Requirement of Law applicable thereto, validly prohibit the creation by such Pledgor of a security interest in such permit, license, Contract or Intellectual Property License in favor of the Collateral Agent (after giving effect to
Sections 9-406(d), 9-407(a), 9-408(a) or 9-409 of the UCC (or any successor provision or provisions) or any other applicable law), 
  
 (b) Real Property or Equipment owned by any Pledgor on the date hereof or hereafter acquired that is subject to a Lien securing Debt
incurred pursuant to Section 7.2(e) of the Credit Agreement or Capitalized Lease Obligation permitted to be incurred pursuant to the provisions of the Credit Agreement if the contract or other agreement in which such Lien is granted (or the
documentation providing for such Debt incurred pursuant to Section 7.2(e) of the Credit Agreement or Capitalized Lease Obligation) validly prohibits the creation of any other Lien on such Real Property or Equipment, and 
  
 (c) for 180 days after the Closing Date only (or such longer
period to which the Collateral Agent may agree in its sole discretion), any assets or property required to be sold or divested pursuant to Section 7.5(j) of the Credit Agreement; 
  
 provided, however, that Excluded Property shall not include any Proceeds,
substitutions or replacements of any Excluded Property referred to in clause (a), (b) or (c) (unless such Proceeds, substitutions or replacements would constitute Excluded Property referred to in clause (a) or (b)). 
  
 “General Intangibles” shall mean, collectively, with respect
to each Pledgor, all “general intangibles,” as such term is defined in the UCC, of such Pledgor and, in any event, shall include (i) all of such Pledgor’s rights, title and interest in, to and under all Contracts and insurance
policies (including all rights and remedies relating to monetary damages, including 

  

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

 
 “Goodwill” shall mean, collectively, with respect to each
Pledgor, the goodwill connected with such Pledgor’s business including all goodwill connected with (i) the use of and symbolized by any Trademark or Intellectual Property License with respect to any Trademark in which such Pledgor has any
interest, (ii) all know-how, trade secrets, customer and supplier lists, proprietary information, inventions, methods, procedures, formulae, descriptions, compositions, technical data, drawings, specifications, name plates, catalogs,
confidential information and the right to limit the use or disclosure thereof by any person, pricing and cost information, business and marketing plans and proposals, consulting agreements, engineering contracts and such other assets which relate to
such goodwill and (iii) all product lines of such Pledgor’s business. 
  
 “Government Reimbursement Programs” shall mean the Medicare programs and the Medicaid programs and Tricare programs in which the Pledgors participate (together with their respective intermediaries or
carriers). 
  
 “Guarantors” shall have the
meaning assigned to such term in the Preamble hereof. 
  
 “Instruments” shall mean, collectively, with respect to each Pledgor, all “instruments,” as such term is defined in Article 9, rather than Article 3, of the UCC, and shall include all promissory notes,
drafts, bills of exchange or acceptances. 
  

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 “Intellectual Property Collateral” shall mean, collectively, the Patents, Trademarks,
Copyrights, Intellectual Property Licenses and Goodwill. 
  
 “Intellectual Property Licenses” shall mean, collectively, with respect to each Pledgor, all license and distribution agreements with, and covenants not to sue, any other party with respect to any Patent, Trademark or
Copyright or any other patent, trademark or copyright, whether such Pledgor is a licensor or licensee, distributor or distributee under any such license or distribution agreement, together with any and all (i) renewals, extensions, supplements
and continuations thereof, (ii) income, fees, royalties, damages, claims and payments now and hereafter due and/or payable thereunder and with respect thereto including damages and payments for past, present or future infringements or
violations thereof, (iii) rights to sue for past, present and future infringements or violations thereof and (iv) other rights to use, exploit or practice any or all of the Patents, Trademarks or Copyrights or any other patent, trademark
or copyright. 
  
 “Intercompany Notes” shall
mean, with respect to each Pledgor, all intercompany notes described in Schedule 11 to the Perfection Certificate and intercompany notes hereafter acquired by such Pledgor and all certificates, instruments or agreements evidencing such
intercompany notes, and all assignments, amendments, restatements, supplements, extensions, renewals, replacements or modifications thereof to the extent permitted pursuant to the terms hereof. 
  
 “Investment Property” shall mean a security, whether
certificated or uncertificated, Security Entitlement, Securities Account, Commodity Contract or Commodity Account, excluding, however, the Securities Collateral. 
  
 “Joinder Agreement” shall mean an agreement substantially in the form of Exhibit 3 hereto.

  
 “LC Account” shall mean any account
established and maintained in accordance with the provisions of Section 3.10 of the Credit Agreement and all property from time to time on deposit in such LC Account. 
  
 “Lenders” shall have the meaning assigned to such term in Recital A hereof. 
  
 “Material Intellectual Property Collateral” shall mean any
Intellectual Property Collateral that is material (i) to the use and operation of the Pledged Collateral or Mortgaged Property or (ii) to the business, results of operations, prospects or condition, financial or otherwise, of any Pledgor.

  
 “Mortgaged Property” shall have the meaning
assigned to such term in the Mortgages. 
  
 “Patents” shall mean, collectively, with respect to each Pledgor, all patents issued or assigned to, and all patent applications and registrations made by, such Pledgor (whether established or registered or recorded in the
United States or any other country or any political sub- 

  

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division thereof), together with any and all (i) rights and privileges arising under applicable law with respect to such Pledgor’s use of any
patents, (ii) inventions and improvements described and claimed therein, (iii) reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof and amendments thereto, (iv) income, fees, royalties, damages,
claims and payments now or hereafter due and/or payable thereunder and with respect thereto including damages and payments for past, present or future infringements thereof, (v) rights corresponding thereto throughout the world and
(vi) rights to sue for past, present or future infringements thereof. 
  
 “Patent Security Agreement” shall mean an agreement substantially in the form of Exhibit 7 hereto. 
  

“Perfection Certificate” shall mean that certain perfection certificate dated October 5, 2005 executed and delivered by each
Pledgor in favor of the Collateral Agent for the benefit of the Secured Parties, and each other Perfection Certificate (which shall be in form and substance reasonably acceptable to the Collateral Agent) executed and delivered by the applicable
Guarantor in favor of the Collateral Agent for the benefit of the Secured Parties contemporaneously with the execution and delivery of each Joinder Agreement executed in accordance with Section 3.5 hereof, in each case, as the same may
be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the Credit Agreement or upon the request of the Collateral Agent. 
  
 “Pledge Amendment” shall have the meaning assigned to such term in Section 5.1 hereof.

  
 “Pledged Collateral” shall have the meaning
assigned to such term in Section 2.1 hereof. 
  
 “Pledged Securities” shall mean, collectively, with respect to each Pledgor, (i) all issued and outstanding Capital Stock of each issuer set forth on Schedule 10(a) to the Perfection Certificate as being owned
by such Pledgor and all options, warrants, rights, agreements and additional Capital Stock of whatever class of any such issuer acquired by such Pledgor (including by issuance), together with all rights, privileges, authority and powers of such
Pledgor relating to such Capital Stock in each such issuer or under any Constitutive Document of each such issuer, and the certificates, instruments and agreements representing such Capital Stock and any and all interest of such Pledgor in the
entries on the books of any financial intermediary pertaining to such Capital Stock, (ii) all Capital Stock of any Subsidiary, which Capital Stock is hereafter acquired by such Pledgor (including by issuance) and all options, warrants, rights,
agreements and additional Capital Stock of whatever class of any such Subsidiary acquired by such Pledgor (including by issuance), together with all rights, privileges, authority and powers of such Pledgor relating to such Capital Stock or under any
Constitutive Document of any such Subsidiary, and the certificates, instruments and agreements representing such Capital Stock and any and all interest of such Pledgor in the entries on the books of any financial intermediary pertaining to such
Capital Stock, from time to time acquired by such Pledgor in any manner, and (iii) all Capital Stock issued in respect of the Capital Stock referred to in clause (i) or (ii) upon any consolidation 

  

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or merger of any issuer of such Capital Stock; provided, however, that Pledged Securities shall not include any Capital Stock (i) which is
not required to be pledged pursuant to Section 6.12(b) of the Credit Agreement, (ii) which cannot be pledged pursuant to the terms of the issuer’s Constitutive Documents as they exist on the Closing Date or (iii) of any
Special Purpose Receivables Subsidiary to the extent all of its activities are permitted by and in compliance with the Credit Agreement. 
  
 “Pledgor” shall have the meaning assigned to such term in the Preamble hereof. 
  
 “Receivables” shall mean all (i) Accounts,
(ii) Chattel Paper, (iii) Payment Intangibles, (iv) Instruments and (v) to the extent not otherwise covered above, all other rights to payment, whether or not earned by performance, for goods or other property sold, leased,
licensed, assigned or otherwise disposed of, or services rendered or to be rendered, regardless of how classified under the UCC together with all of Grantors’ rights, if any, in any goods or other property giving rise to such right to payment
and all Collateral Support and Supporting Obligations related thereto and all Records relating thereto. 
  
 “Secured Parties” shall mean, collectively, the Administrative Agent, the Collateral Agent, each other Agent, the Lenders, each Operating
Lender and each party to a Specified Swap Agreement (other than any Group Member) if, in the case of any person not already a party to the Credit Agreement, such person executes and delivers to the Administrative Agent a letter agreement in form and
substance acceptable to the Administrative Agent pursuant to which such person (i) appoints the Collateral Agent as its agent under the applicable Loan Documents and (ii) agrees to be bound by the provisions of Sections 11.5,
11.11 and 11.12 of the Credit Agreement and as if the fair market value of its Secured Obligations constituted Loans under the Credit Agreement. 
  

“Securities Account Control Agreement” shall mean an agreement substantially in the form of Exhibit 4 hereto or such other form
that is reasonably satisfactory to the Collateral Agent establishing the Collateral Agent’s Control with respect to any Securities Account. 
  
 “Securities Collateral” shall mean, collectively, the Pledged Securities, the Intercompany Notes and the Distributions. 
  
 “Trademarks” shall mean, collectively, with respect to each
Pledgor, all trademarks (including service marks), slogans, logos, certification marks, trade dress, uniform resource locations (URL’s), domain names, corporate names and trade names, whether registered or unregistered, owned by or assigned to
such Pledgor and all registrations and applications for the foregoing (whether statutory or common law and whether established or registered in the United States or any other country or any political subdivision thereof), together with any and all
(i) rights and privileges arising under applicable law with respect to such Pledgor’s use of any trademarks, (ii) reissues, continuations, extensions and renewals thereof and amendments thereto, (iii) income, fees, royalties,
damages and payments now and hereafter due and/or payable thereunder and with respect thereto, including damages, claims and payments for past, present or future infringements thereof, (iv) rights corresponding thereto throughout the world and
(v) rights to sue for past, present and future infringements thereof. 
  

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 “Trademark Security Agreement” shall mean an agreement substantially in the form of
Exhibit 8 hereto. 
  
 “UCC” shall
mean the Uniform Commercial Code as in effect from time to time in the State of New York; provided, however, that, at any time, if by reason of mandatory provisions of law, any or all of the perfection or priority of the Collateral
Agent’s and the Secured Parties’ security interest in any item or portion of the Pledged Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term “UCC” shall
mean the Uniform Commercial Code as in effect, at such time, in such other jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for purposes of definitions relating to such provisions. 
  
 SECTION 1.2. Interpretation. The rules of interpretation specified in
the Credit Agreement (including Section 1.3 thereof) shall be applicable to this Agreement. 
  
 SECTION 1.3. Resolution of Drafting Ambiguities. Each Pledgor acknowledges and agrees that it was represented by counsel in connection with the
execution and delivery hereof, that it and its counsel reviewed and participated in the preparation and negotiation hereof and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party (i.e.,
the Collateral Agent) shall not be employed in the interpretation hereof. 
  
 SECTION 1.4. Perfection Certificate. The Collateral Agent and each Secured Party agree that the Perfection Certificate and all descriptions of Pledged Collateral, schedules, amendments and supplements thereto
are and shall at all times remain a part of this Agreement. 
  
 ARTICLE II 
  
 GRANT OF SECURITY AND SECURED OBLIGATIONS

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

	 	(i)	all Accounts; 

  

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

  

	 	(iii)	all Documents, Instruments and Chattel Paper; 

  

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

  

	 	(v)	all Securities Collateral; 

  

	 	(vi)	all Investment Property; 

  

	 	(vii)	all Intellectual Property Collateral; 

  

	 	(viii)	the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; 

  

	 	(ix)	all General Intangibles; 

  

	 	(x)	all Money and all Deposit Accounts; 

  

	 	(xi)	all Supporting Obligations; 

  

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

  

	 	(xiii)	to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital
Stock that does not constitute Pledged Securities and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of
any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. 

  
 Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall
not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Agent give to the extent feasible without undue effort or expense
(a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request
and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit,
license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the same.

  
 SECTION 2.2. Filings. (a) Each Pledgor hereby
irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the
Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) 
  


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 whether such Pledgor is an organization, the type of organization and any organizational identification number issued to
such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now
owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted
or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request
by the Collateral Agent. 
  
 (b) Each Pledgor hereby ratifies its
authorization for the Collateral Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. 
  
 (c) Each Pledgor hereby further authorizes the Collateral Agent to file filings with the United States Patent and Trademark
Office or United States Copyright Office (or any successor office or any similar office in any other country), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other
documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as
secured party. 
  
 ARTICLE III 
  
 PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES; 
 USE OF PLEDGED COLLATERAL 
  
 SECTION 3.1. Delivery of Certificated Securities Collateral. Each Pledgor represents and warrants that all certificates, agreements or instruments
representing or evidencing the Securities Collateral in existence on the date hereof have been delivered to the Collateral Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank
and that the Collateral Agent has a perfected first priority security interest therein. Each Pledgor hereby agrees that all certificates, agreements or instruments representing or evidencing Securities Collateral acquired by such Pledgor after the
date hereof shall by the applicable date specified in Section 6.12 of the Credit Agreement be delivered to and held by or on behalf of the Collateral Agent pursuant hereto. All certificated Securities Collateral shall be in suitable form
for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral Agent. The Collateral Agent shall have the right, at any time upon the
occurrence and during the continuance of any Event of Default, to endorse, assign or otherwise transfer to or to register in the name of the Collateral Agent or any of its nominees or endorse for negotiation any or all of the Securities Collateral,
without any indication that such Securities Collateral is subject to 
  

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 the security interest hereunder. In addition, upon the occurrence and during the continuance of an Event of Default, the
Collateral Agent shall have the right at any time to exchange certificates representing or evidencing Securities Collateral for certificates of smaller or larger denominations. 
  
 SECTION 3.2. Perfection of Uncertificated Securities Collateral. Each Pledgor represents and warrants that the
Collateral Agent has a perfected first priority security interest in all uncertificated Pledged Securities pledged by it hereunder that are in existence on the date hereof. Each Pledgor hereby agrees that if any of the Pledged Securities are at any
time not evidenced by certificates of ownership, then each applicable Pledgor shall, to the extent permitted by applicable law, (i) cause the issuer to execute and deliver to the Collateral Agent an acknowledgment of the pledge of such Pledged
Securities substantially in the form of Exhibit 1 hereto, (ii) if necessary or desirable to perfect a security interest in such Pledged Securities, cause such pledge to be recorded on the equityholder register or the books of the
issuer, execute any customary pledge forms or other documents necessary or appropriate to complete the pledge and give the Collateral Agent the right to transfer such Pledged Securities under the terms hereof, (iii) upon reasonable request by
the Collateral Agent, provide to the Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to the Collateral Agent, confirming such pledge and perfection thereof, and (iv) after the occurrence and during the
continuance of any Event of Default, upon request by the Collateral Agent, (A) to the extent such Pledgor has the ability to do so, cause the Constitutive Documents of such issuer to be amended to provide that such Pledged Securities shall be
treated as “securities” for purposes of the UCC and (B) cause such Pledged Securities to become certificated and delivered to the Collateral Agent in accordance with the provisions of Section 3.1. 
  
 SECTION 3.3. Financing Statements and Other Filings; Maintenance of
Perfected Security Interest. Each Pledgor represents and warrants that all financing statements, agreements, instruments and other documents necessary to perfect the security interest granted by it to the Collateral Agent in respect of the
Pledged Collateral have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 to the
Perfection Certificate. Each Pledgor agrees that at the sole cost and expense of the Pledgors, such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral as a perfected first priority security interest
subject only to Permitted Collateral Liens. 
  
 SECTION 3.4.
Other Actions. In order to further ensure the attachment, perfection and priority of, and the ability of the Collateral Agent to enforce, the Collateral Agent’s security interest in the Pledged Collateral, each Pledgor represents and
warrants (as to itself) as follows and agrees, in each case at such Pledgor’s own expense, to take the following actions with respect to the following Pledged Collateral: 
  
 (a) Instruments and Tangible Chattel Paper. As of the date hereof, no amounts payable under or in
connection with any of the Pledged Collateral are evidenced by any Instrument or Tangible Chattel Paper other than such Instruments and Tangible Chattel Paper listed in Schedule 11 to the Perfection Certificate. Each Instrument and

  

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 each item of Tangible Chattel Paper listed in Schedule 11 to the Perfection Certificate has been
properly endorsed, assigned and delivered to the Collateral Agent, accompanied by instruments of transfer or assignment duly executed in blank. If any amount then payable under or in connection with any of the Pledged Collateral shall be evidenced
by any Instrument or Tangible Chattel Paper, and such amount, together with all amounts payable evidenced by any Instrument or Tangible Chattel Paper not previously delivered to the Collateral Agent exceeds $2,000,000 in the aggregate for all
Pledgors, the Pledgor acquiring such Instrument or Tangible Chattel Paper shall promptly (but in any event within five days after receipt thereof) endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of
transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify. 
  
 (b) Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than the accounts listed in Schedule
14 to the Perfection Certificate. The Collateral Agent has a first priority security interest in each such Deposit Account, which security interest is perfected by Control (except for those Deposit Accounts (the “Excluded Accounts”)
(i) for which Control is prohibited by Governmental Authority so long as the balance of each such Deposit Account is swept daily to a Deposit Account subject to the Collateral Agent’s Control, (ii) the available balance of which is
swept daily to a Deposit Account subject to the Collateral Agent’s Control or (iii) the balance of which is not swept daily to a Deposit Account subject to the Collateral Agent’s Control and which, in the aggregate, contain no more
than 15% of total cash of Borrower and its Subsidiaries at any time); provided that Deposit Accounts of the Acquired Business and its Subsidiaries shall not be included within this representation or in any calculations included herein until 90 days
after the Closing Date (or such later date as is determined by the Collateral Agent in its sole discretion). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Accounts to Deposit Accounts subject to the
Collateral Agent’s Control. No Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it shall have given the Collateral Agent 30 days’ prior written notice of its intention to establish such new Deposit Account
with a Bank, (2) such Bank shall be reasonably acceptable to the Collateral Agent, (3) other than in the case of an Excluded Account, such Bank and such Pledgor shall have duly executed and delivered to the Collateral Agent a Deposit
Account Control Agreement with respect to such Deposit Account and (4) in the case of an Excluded Account referenced in clause (i) or (ii) of the definition thereof, the Pledgor shall have issued sweep instructions directing the bank
to sweep funds from the Excluded Account to a Deposit Account subject to the Collateral Agent’s Control. The Collateral Agent agrees with each Pledgor that the Collateral Agent shall not give any instructions directing the disposition of funds
from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing. The provisions
of this Section 3.4(b) shall not apply to the LC Account or to any other Deposit Accounts for which the Collateral Agent is the Bank. No Pledgor shall grant Control of any Deposit Account to any person other than the Collateral Agent. No
Pledgor shall revise or revoke any instructions to a Bank under any Deposit Account Control Agreement without the written consent of the Collateral Agent. 
  

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 (c) Investment Property. (i) As of the date hereof, no Pledgor has any
Securities Accounts or Commodity Accounts other than those listed in Schedule 14 to the Perfection Certificate. The Collateral Agent has a first priority security interest in each such Securities Account and Commodity Account, which security
interest is perfected by Control. No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary unless (1) it shall have given the Collateral Agent 30
days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be
reasonably acceptable to the Collateral Agent and (3) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities
Account or Commodity Account, as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and within one (1) Business Day of actual receipt thereof, deposit any and all
Investment Property (other than any Investment Property pledged or to be pledged pursuant to clauses (ii)(1), (iii)(1) or (iii)(3) below) received by it into a Securities Account subject to Collateral Agent’s Control. The Collateral Agent
agrees with each Pledgor that the Collateral Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent
to the exercise of any withdrawal or dealing rights by such Pledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this
Section 3.4(c) shall not apply to any Financial Assets credited to a Securities Account for which the Collateral Agent is the Securities Intermediary. No Pledgor shall grant Control over any Investment Property owned by such Pledgor to
any person other than the Collateral Agent. 
  
 (ii) If any Pledgor shall at any time hold or acquire any certificated securities constituting Investment Property, such Pledgor shall by the applicable date specified in Section 6.12 of the Credit Agreement (1) endorse,
assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent or (2) deliver such securities into
a Securities Account with respect to which a Securities Account Control Agreement is in effect in favor of the Collateral Agent. 
  
 (iii) If any Pledgor shall at any time own or acquire, directly or through a nominee, any uncertificated securities constituting
Investment Property, such Pledgor shall by the applicable date specified in Section 6.12 of the Credit Agreement notify the Collateral Agent thereof and pursuant to an agreement in form and substance satisfactory to the Collateral Agent,
either (1) cause the issuer to agree to comply with instructions from the Collateral Agent as to such securities, without further consent of any Pledgor or 
  


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 such nominee, (2) cause a Security Entitlement with respect to such uncertificated security to be
held in a Securities Account with respect to which the Collateral Agent has Control or (3) arrange for the Collateral Agent to become the registered owner of such securities. 
  
 (iv) As between the Collateral Agent and the Pledgors, the Pledgors shall bear the investment risk with
respect to the Investment Property and Pledged Securities, and the risk of loss of, damage to, or the destruction of the Investment Property and Pledged Securities, whether in the possession of, or maintained as a Security Entitlement or deposit by,
or subject to the Control of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Pledgor or any other person. 
  
 (d) Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under or in connection with any of the
Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of
the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 11 to the Perfection Certificate. If any amount payable under or in
connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Collateral Agent
thereof and shall take such action as the Collateral Agent may reasonably request to vest in the Collateral Agent control of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal
Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding
sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Collateral Agent has not been vested control within the meaning of the statutes
described in the immediately preceding sentence, does not exceed $1,000,000 in the aggregate for all Pledgors. The Collateral Agent agrees with such Pledgor that the Collateral Agent will arrange, pursuant to procedures satisfactory to the
Collateral Agent and so long as such procedures will not result in the Collateral Agent’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under Section 9-105 of the UCC
or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in control to allow without loss of control, unless an Event
of Default has occurred and is continuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record. 
  
 (e) Letter-of-Credit Rights. If any Pledgor is at any time a beneficiary under a Letter of Credit now
or hereafter issued, such Pledgor shall promptly notify the Collateral Agent thereof and such Pledgor shall, at the request of the Collateral Agent, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent,
either 
  

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 (i) arrange for the issuer and any confirmer of such Letter of Credit to consent to an assignment to the
Collateral Agent of the proceeds of any drawing under the Letter of Credit or (ii) arrange for the Collateral Agent to become the transferee beneficiary of such Letter of Credit, with the Collateral Agent agreeing, in each case, that the
proceeds of any drawing under the Letter of Credit are to be applied as provided in the Credit Agreement. The actions in the preceding sentence shall not be required to the extent that the amount of any such Letter of Credit, together with the
aggregate amount of all other Letters of Credit for which the actions described above in clauses (i) and (ii) have not been taken, does not exceed $5,000,000 in the aggregate for all Pledgors. 
  
 (f) Commercial Tort Claims. As of the date hereof,
each Pledgor hereby represents and warrants that it holds no Commercial Tort Claims other than those listed in Schedule 13 to the Perfection Certificate. If any Pledgor shall at any time hold or acquire a Commercial Tort Claim, such Pledgor
shall immediately notify the Collateral Agent in a writing signed by such Pledgor of the brief details thereof and grant to the Collateral Agent in such writing a security interest therein and in the Proceeds thereof, all upon the terms of this
Agreement, with such writing to be in form and substance reasonably satisfactory to the Collateral Agent. The requirement in the preceding sentence shall not apply to the extent that the amount of such Commercial Tort Claim, together with the amount
of all other Commercial Tort Claims held by any Pledgor in which the Collateral Agent does not have a security interest, does not exceed $5,000,000 in the aggregate for all Pledgors. 
  
 (g) Motor Vehicles. Upon the request of the Collateral Agent, each Pledgor shall deliver to the
Collateral Agent originals of the certificates of title or ownership for the motor vehicles (and any other Equipment covered by certificates of title or ownership) owned by it, with the Collateral Agent listed as lienholder therein. Such requirement
shall not apply if any such motor vehicle (or any such other Equipment) is valued at less than $100,000, provided that the aggregate value of all motor vehicles (and such Equipment) as to which any Pledgor has not delivered a certificate of title or
ownership is less than $5,000,000. 
  
 SECTION 3.5. Joinder of
Additional Guarantors. The Pledgors shall cause each Subsidiary of the Borrower which, from time to time, after the date hereof shall be required to pledge any assets to the Collateral Agent for the benefit of the Secured Parties pursuant to the
provisions of the Credit Agreement, (a) to execute and deliver to the Collateral Agent (i) a Joinder Agreement substantially in the form of Exhibit 3 hereto by the applicable date specified in Section 6.12 of the
Credit Agreement and (ii) at such time a Perfection Certificate or (b) in the case of a Subsidiary organized outside of the United States required to pledge any assets to the Collateral Agent, to execute and deliver to the Collateral Agent
such documentation as the Collateral Agent shall reasonably request and, in each case with respect to clauses (a) and (b) above, upon such execution and delivery, such Subsidiary shall constitute a “Guarantor” and a
“Pledgor” for all purposes hereunder with the same force and effect as if originally named as a Guarantor and Pledgor herein. The execution and delivery of such Joinder Agreement shall not require the consent of any Pledgor hereunder. The
rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor and Pledgor as a party to this Agreement. 
  

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 SECTION 3.6. Supplements; Further Assurances. Each Pledgor shall take such further actions, and
execute and/or deliver to the Collateral Agent such additional financing statements, amendments, assignments, agreements, supplements, powers and instruments, as the Collateral Agent may in its reasonable judgment deem necessary or appropriate in
order to create, perfect, preserve and protect the security interest in the Pledged Collateral as provided herein and the rights and interests granted to the Collateral Agent hereunder, to carry into effect the purposes hereof or better to assure
and confirm the validity, enforceability and priority of the Collateral Agent’s security interest in the Pledged Collateral or permit the Collateral Agent to exercise and enforce its rights, powers and remedies hereunder with respect to any
Pledged Collateral, including the filing of financing statements, continuation statements and other documents (including this Agreement) under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the
security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including the United States Patent and Trademark Office and the United States
Copyright Office) wherever required by law to perfect, continue and maintain the validity, enforceablity and priority of the security interest in the Pledged Collateral as provided herein and to preserve the other rights and interests granted to the
Collateral Agent hereunder, as against third parties, with respect to the Pledged Collateral. Without limiting the generality of the foregoing, each Pledgor shall make, execute, endorse, acknowledge, file or refile and/or deliver to the Collateral
Agent from time to time upon reasonable request by the Collateral Agent such lists, schedules, descriptions and designations of the Pledged Collateral, copies of warehouse receipts, receipts in the nature of warehouse receipts, bills of lading,
documents of title, vouchers, invoices, schedules, confirmatory assignments, supplements, additional security agreements, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other assurances or
instruments as the Collateral Agent shall reasonably request. If an Event of Default has occurred and is continuing, the Collateral Agent may institute and maintain, in its own name or in the name of any Pledgor, such suits and proceedings as the
Collateral Agent may be advised by counsel shall be necessary or expedient to prevent any impairment of the security interest in or the perfection thereof in the Pledged Collateral. All of the foregoing shall be at the sole cost and expense of the
Pledgors. 
  
 ARTICLE IV 
  
 REPRESENTATIONS, WARRANTIES AND COVENANTS 
  
 Each Pledgor represents, warrants and covenants as follows: 
  
 SECTION 4.1. Title. Except for the security interest granted to the
Collateral Agent for the ratable benefit of the Secured Parties pursuant to this Agreement and Permitted Liens, such Pledgor owns and has rights and, as to Pledged Collateral acquired by it from time to 
  

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 time after the date hereof, will own and have rights in each item of Pledged Collateral pledged by it hereunder, free and
clear of any and all Liens or claims of others other than as permitted under Section 7.1 of the Credit Agreement. In addition, no Liens or claims exist on the Securities Collateral, other than as permitted by Section 7.1 of
the Credit Agreement. 
  
 SECTION 4.2. Validity of Security
Interest. The security interest in and Lien on the Pledged Collateral granted to the Collateral Agent for the benefit of the Secured Parties hereunder constitutes (a) a legal and valid security interest in all the Pledged Collateral
securing the payment and performance of the Secured Obligations, and (b) subject to the filings and other actions described in Schedule 7 to the Perfection Certificate (to the extent required to be listed on the schedules to the
Perfection Certificate as of the date this representation is made or deemed made), a perfected security interest in all the Pledged Collateral. The security interest and Lien granted to the Collateral Agent for the benefit of the Secured Parties
pursuant to this Agreement in and on the Pledged Collateral will at all times constitute a perfected, continuing security interest therein, prior to all other Liens on the Pledged Collateral except for Permitted Collateral Liens. 
  
 SECTION 4.3. Defense of Claims; Transferability of Pledged Collateral.
Subject to Section 6.3 of the Credit Agreement, each Pledgor shall, at its own cost and expense, defend title to the Pledged Collateral pledged by it hereunder and the security interest therein and Lien thereon granted to the Collateral
Agent and the priority thereof against all claims and demands of all persons, at its own cost and expense, at any time claiming any interest therein adverse to the Collateral Agent or any other Secured Party other than Permitted Collateral Liens.
There is no agreement, order, judgment or decree, and no Pledgor shall enter into any agreement or take any other action, that would restrict the transferability of any of the Pledged Collateral or otherwise impair or conflict with such
Pledgor’s obligations or the rights of the Collateral Agent hereunder other than actions or agreements granting customary rights to others in the ordinary course of business. 
  
 SECTION 4.4. Other Financing Statements. It has not filed, nor authorized any third party to file (nor will there
be), any valid or effective financing statement (or similar statement, instrument of registration or public notice under the law of any jurisdiction) covering or purporting to cover any interest of any kind in the Pledged Collateral, except such as
have been filed in favor of the Collateral Agent pursuant to this Agreement or in favor of any holder of a Permitted Collateral Lien or with respect to such Permitted Collateral Lien or financing statements or public notices relating to the
termination statements listed on Schedule 9 to the Perfection Certificate. No Pledgor shall execute, authorize or permit to be filed in any public office any financing statement (or similar statement, instrument of registration or public
notice under the law of any jurisdiction) relating to any Pledged Collateral, except financing statements and other statements and instruments filed or to be filed in respect of and covering the security interests granted by such Pledgor to the
holder of the Permitted Liens and Liens described on Schedule 7.1(c) to the Credit Agreement. 
  
 SECTION 4.5. Chief Executive Office; Change of Name; Jurisdiction of Organization. The Collateral Agent may rely on advice of counsel as to whether
any or all UCC 
  

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 financing statements of the Pledgors need to be amended as a result of any of the changes described in
Section 6.14(a) of the Credit Agreement. If any Pledgor fails to provide information to the Collateral Agent about such changes on a timely basis, the Collateral Agent shall not be liable or responsible to any party for any failure to
maintain a perfected security interest in such Pledgor’s property constituting Pledged Collateral, for which the Collateral Agent needed to have information relating to such changes. The Collateral Agent shall have no duty to inquire about such
changes if any Pledgor does not inform the Collateral Agent of such changes, the parties acknowledging and agreeing that it would not be feasible or practical for the Collateral Agent to search for information on such changes if such information is
not provided by any Pledgor. 
  
 SECTION 4.6. Location of
Inventory and Equipment. It shall not move any Equipment or Inventory with an aggregate value in excess of $250,000 to any location, other than any location that is listed in the relevant Schedules to the Perfection Certificate, unless it shall
have given the Collateral Agent not less than 30 days’ prior written notice (in the form of an Officers’ Certificate) of its intention so to do, clearly describing such new location and providing such other information in connection
therewith as the Collateral Agent may request; provided that in no event shall any Equipment or Inventory be moved to any location outside of the continental United States. 
  
 SECTION 4.7. Due Authorization and Issuance. All of the Pledged Securities existing on the date hereof have been, and
to the extent any Pledged Securities are hereafter issued, such Pledged Securities will be, upon such issuance, duly authorized, validly issued and fully paid and non-assessable. 
  
 SECTION 4.8. Consents, etc. In the event that the Collateral Agent desires to exercise any remedies, voting or
consensual rights or attorney-in-fact powers set forth in this Agreement and determines it necessary to obtain any approvals or consents of any Governmental Authority or any other person therefor, then, upon the reasonable request of the Collateral
Agent, such Pledgor agrees to use its best efforts to assist and aid the Collateral Agent to obtain as soon as practicable any necessary approvals or consents for the exercise of any such remedies, rights and powers. 
  
 SECTION 4.9. Pledged Collateral. All information set forth herein,
including the schedules hereto, and all information contained in any documents, schedules and lists heretofore delivered to any Secured Party, including the Perfection Certificate and the schedules thereto, in connection with this Agreement, in each
case, relating to the Pledged Collateral, is accurate and complete in all material respects. The Pledged Collateral described on the schedules to the Perfection Certificate constitutes all of the property of such type of Pledged Collateral owned or
held by the Pledgors. 
  
 SECTION 4.10. Insurance. In the
event that the proceeds of any insurance claim are paid to any Pledgor after the Collateral Agent has exercised its right to foreclose after an Event of Default, such Net Cash Proceeds shall be held in trust for the benefit of the Collateral Agent
and immediately after receipt thereof shall be paid to the Collateral Agent for application in accordance with the Credit Agreement. 
  

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 ARTICLE V 
  
 CERTAIN PROVISIONS CONCERNING SECURITIES COLLATERAL 
  
 SECTION 5.1. Pledge of Additional Securities Collateral. Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any
person, accept the same in trust for the benefit of the Collateral Agent and by the applicable date specified in Section 6.12 of the Credit Agreement deliver to the Collateral Agent a pledge amendment, duly executed by such Pledgor, in
substantially the form of Exhibit 2 hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged
Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby
authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be
considered Pledged Collateral. 
  
 SECTION 5.2. Voting Rights;
Distributions; etc. 
  
 (a) So long as no Event of Default
shall have occurred and be continuing: 
  
 (i)
Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any
other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which would reasonably be expected to have a Material Adverse Effect. 
  
 (ii) Each Pledgor shall be entitled to receive and retain,
and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent made in accordance with the provisions of the Credit Agreement; provided, however, that any and all such Distributions
consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be
segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days after receipt thereof) delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary
endorsement). 
  
 (b) So long as no Event of Default shall have
occurred and be continuing, the Collateral Agent shall be deemed without further action or formality to have granted to each 
  

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 Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any
Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to
exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof.

  
 (c) Upon the occurrence and during the continuance of any
Event of Default: 
  
 (i) each Pledgor agrees not
to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof, and that the Collateral Agent shall thereupon have the sole right to exercise such voting and other
consensual rights. 
  
 (ii) each Pledgor agrees
not accept or to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) and all such distributions shall thereupon be delivered to the Collateral Agent, which shall thereupon
have the sole right to receive and hold as Pledged Collateral such Distributions. 
  
 (d) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may request in order to permit the Collateral Agent
to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(a)(ii) hereof.

  
 (e) All Distributions which are received by any Pledgor
contrary to the provisions of Section 5.2(a)(ii) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Pledgor and shall immediately be paid over to the Collateral Agent
as Pledged Collateral in the same form as so received (with any necessary endorsement). 
  
 SECTION 5.3. Defaults, etc. Such Pledgor is not in default in the payment of any portion of any mandatory capital contribution, if any, required to be made under any agreement to which such Pledgor is a party
relating to the Pledged Securities pledged by it, and such Pledgor is not in violation of any other provisions of any such agreement to which such Pledgor is a party, or otherwise in default or violation thereunder. No Securities Collateral pledged
by such Pledgor is subject to any defense, offset or counterclaim, nor have any of the foregoing been asserted or alleged against such Pledgor by any person with respect thereto, and as of the date hereof, there are no certificates, instruments,
documents or other writings (other than the Constitutive Documents and certificates representing such Pledged Securities that have been delivered to the Collateral Agent) which evidence any Pledged Securities of such Pledgor. 
  

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 SECTION 5.4. Certain Agreements of Pledgors As Issuers and Holders of Equity Interests.

  
 (a) In the case of each Pledgor which is an issuer of
Securities Collateral, such Pledgor agrees to be bound by the terms of this Agreement relating to the Securities Collateral issued by it and will comply with such terms insofar as such terms are applicable to it. 
  
 (b) In the case of each Pledgor which is a partner, shareholder or member, as
the case may be, in a partnership, limited liability company or other entity, such Pledgor hereby consents to the extent required by the applicable Constitutive Document to the pledge by each other Pledgor, pursuant to the terms hereof, of the
Pledged Securities in such partnership, limited liability company or other entity and, upon the occurrence and during the continuance of an Event of Default, to the transfer of such Pledged Securities to the Collateral Agent or its nominee and to
the substitution of the Collateral Agent or its nominee as a substituted partner, shareholder or member in such partnership, limited liability company or other entity with all the rights, powers and duties of a general partner, limited partner,
shareholder or member, as the case may be. 
  
 ARTICLE VI

  
 CERTAIN PROVISIONS CONCERNING INTELLECTUAL PROPERTY COLLATERAL

  
 SECTION 6.1. Grant of Intellectual Property License.
For the purpose of enabling the Collateral Agent, during the continuance of an Event of Default, to exercise rights and remedies under Article IX hereof at such time as the Collateral Agent shall be lawfully entitled to exercise such rights
and remedies, and for no other purpose, each Pledgor hereby grants to the Collateral Agent, to the extent such Pledgor has the right to do so without breaching or violating any Contract, law or regulation, without violations of any applicable
Intellectual Property License, an irrevocable, non-exclusive license to use, assign, license or sublicense any of the Intellectual Property Collateral now owned or hereafter acquired by such Pledgor, wherever the same may be located. Such license
shall include, during such circumstances, reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout hereof. 
  
 SECTION 6.2. Protection of Collateral Agent’s Security. On a
continuing basis, each Pledgor shall, at its sole cost and expense, (i) promptly following its becoming aware thereof, notify the Collateral Agent of any adverse determination in any proceeding or the institution of any proceeding in any
federal, state or local court or administrative body or in the United States Patent and Trademark Office or the United States Copyright Office regarding any Material Intellectual Property Collateral, such Pledgor’s right to register such
Material Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect, (ii) maintain all Material Intellectual Property Collateral in a manner consistent with commercially reasonable judgment,
not permit to lapse or become abandoned any Material Intellectual 
  

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 Property Collateral, and not settle or compromise any pending or future litigation or administrative proceeding with
respect to any such Material Intellectual Property Collateral, in any case except as shall be consistent with commercially reasonable judgment, (iii) upon such Pledgor obtaining knowledge thereof, promptly notify the Collateral Agent in writing
of any event which may be reasonably expected to materially and adversely affect the value or utility of any Material Intellectual Property Collateral or the rights and remedies of the Collateral Agent in relation thereto including a levy or threat
of levy or any legal process against any Material Intellectual Property Collateral, (iv) not license any Intellectual Property Collateral other than licenses entered into by such Pledgor in, or incidental to, the ordinary course of business or
otherwise in such Pledgor’s commercially reasonable judgment, or amend or permit the amendment of any of the licenses without the consent of the Collateral Agent, except in a manner consistent with such Pledgor’s commercially reasonable
judgment and that would not materially impair the value of any Material Intellectual Property Collateral or the Lien on and security interest in any Material Intellectual Property Collateral created therein hereby, (v) diligently keep
reasonable records respecting all Intellectual Property Collateral consistent with such Pledgor’s past practices with respect to such records and (vi) furnish to the Collateral Agent from time to time upon the Collateral Agent’s
reasonable request therefor reasonably detailed statements and amended schedules further identifying and describing the Intellectual Property Collateral and such other materials evidencing or reports pertaining to any Intellectual Property
Collateral as the Collateral Agent may from time to time reasonably request. 
  
 SECTION 6.3. After-Acquired Property. If any Pledgor shall at any time after the date hereof (i) obtain any rights to any additional Intellectual Property Collateral or (ii) become entitled to the
benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual
Property Collateral, the provisions hereof shall automatically apply thereto and any such item enumerated in the preceding clause (i) or (ii) shall automatically constitute Intellectual Property Collateral as if such would have constituted
Intellectual Property Collateral at the time of execution hereof and be subject to the Lien and security interest created by this Agreement without further action by any party. Each Pledgor shall promptly provide to the Collateral Agent written
notice of any of the foregoing with respect to any additional Material Intellectual Property, and confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) above by
execution of an instrument in form reasonably acceptable to the Collateral Agent and the filing of any instruments or statements as shall be reasonably necessary to create, preserve, protect or perfect the Collateral Agent’s security interest
in such Intellectual Property Collateral. Further, each Pledgor authorizes the Collateral Agent to modify this Agreement by amending Schedules 12(a) and 12(b) to the Perfection Certificate to include any Intellectual Property
Collateral of such Pledgor acquired or arising after the date hereof. 
  
 SECTION 6.4. Litigation. Unless there shall occur and be continuing any Event of Default, each Pledgor shall have the right (exercisable in such Pledgor’s commercially reasonable judgment) to commence and prosecute in its own
name, as the party in interest, for its own benefit and at the sole cost and expense of the Pledgors, such applications for protection of 
  

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 the Intellectual Property Collateral and suits, proceedings or other actions to prevent the infringement, counterfeiting,
unfair competition, dilution, diminution in value or other damage as are necessary to protect the Intellectual Property Collateral. Upon the occurrence and during the continuance of any Event of Default and the exercise of the Collateral Agent of
its remedies pursuant to Article IX hereof with respect to the Pledged Collateral, the Collateral Agent shall have the right but shall in no way be obligated to file applications for protection of the Intellectual Property Collateral and/or
bring suit in the name of any Pledgor, the Collateral Agent or the Secured Parties to enforce the Pledgor’s rights in any Material Intellectual Property Collateral and any license thereunder. In the event of such suit, each Pledgor shall, at
the reasonable request of the Collateral Agent, do any and all lawful acts and execute any and all reasonable documents requested by the Collateral Agent in aid of such enforcement and the Pledgors shall promptly reimburse and indemnify the
Collateral Agent for all costs and expenses reasonably incurred by the Collateral Agent in the exercise of its rights under this Section 6.4 in accordance with Section 11.5 of the Credit Agreement. In the event that the
Collateral Agent shall elect not to bring suit to enforce the Pledgor’s rights in any Material Intellectual Property Collateral, each Pledgor agrees, at the reasonable written request of the Collateral Agent, to take all commercially reasonable
actions necessary, whether by suit, proceeding or other action, to prevent the infringement, counterfeiting, unfair competition, dilution, diminution in value of or other damage to any Material Intellectual Property Collateral by any person.

  
 ARTICLE VII 
  
 CERTAIN PROVISIONS CONCERNING RECEIVABLES 
  
 SECTION 7.1. Maintenance of Records. Each Pledgor shall keep and
maintain at its own cost and expense complete records of each Receivable, in a manner consistent with prudent business practice, including records of all payments received, all credits granted thereon, all merchandise returned and all other
documentation relating thereto. Each Pledgor shall, at such Pledgor’s sole cost and expense, upon the Collateral Agent’s demand made at any time after the occurrence and during the continuance of any Event of Default, deliver all tangible
evidence of Receivables, including all documents evidencing Receivables and any books and records relating thereto to the Collateral Agent or to its representatives (copies of which evidence and books and records may be retained by such Pledgor).
Upon the occurrence and during the continuance of any Event of Default, the Collateral Agent may transfer a full and complete copy of any Pledgor’s books, records, credit information, reports, memoranda and all other writings relating to the
Receivables to and for the use by any person that has acquired or is contemplating acquisition of an interest in the Receivables or the Collateral Agent’s security interest therein without the consent of any Pledgor provided that such person
agrees to confidentiality provisions substantially similar to those set forth in Section 11.15 of the Credit Agreement. 
  
 SECTION 7.2. Legend. Each Pledgor shall legend, at the request of the Collateral Agent and in form and manner satisfactory to the Collateral Agent,
the Receivables and the other books, records and documents of such Pledgor evidencing or pertaining to the Receivables 
  

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 with an appropriate reference to the fact that the Receivables have been assigned to the Collateral Agent for the benefit
of the Secured Parties and that the Collateral Agent has a security interest therein. 
  
 SECTION 7.3. Modification of Terms, etc. No Pledgor shall rescind or cancel any obligations evidenced by any Receivable or modify any term thereof or make any adjustment with respect thereto except in the
ordinary course of business consistent with prudent business practice, or extend or renew any such obligations except in the ordinary course of business consistent with prudent business practice or compromise or settle any dispute, claim, suit or
legal proceeding relating thereto or sell any Receivable or interest therein except in the ordinary course of business consistent with prudent business practice without the prior written consent of the Collateral Agent. Each Pledgor shall timely
fulfill all obligations on its part to be fulfilled under or in connection with the Receivables except to the extent such Pledgor determines such action is not appropriate or advisable consistent with prudent business practice in the ordinary course
of business. 
  
 SECTION 7.4. Collection. Each Pledgor
shall cause to be collected from the Account Debtor of each of the Receivables, as and when due in the ordinary course of business and consistent with prudent business practice (including Receivables that are delinquent, such Receivables to be
collected in accordance with generally accepted commercial collection procedures), any and all amounts owing under or on account of such Receivable, and apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding
balance of such Receivable, except that any Pledgor may, with respect to a Receivable, allow in the ordinary course of business (i) a refund or credit due as a result of returned or damaged or defective merchandise and (ii) such extensions
of time to pay amounts due in respect of Receivables and such other modifications of payment terms or settlements in respect of Receivables as shall be commercially reasonable in the circumstances, all in accordance with such Pledgor’s ordinary
course of business consistent with its collection practices as in effect from time to time. The costs and expenses (including attorneys’ fees) of collection, in any case, whether incurred by any Pledgor, the Collateral Agent or any Secured
Party, shall be paid by the Pledgors. 
  
 ARTICLE VIII 

 
 TRANSFERS 
  
 SECTION 8.1. Transfers of Pledged Collateral. No Pledgor shall sell, convey, assign or otherwise dispose of, or grant
any option with respect to, any of the Pledged Collateral pledged by it hereunder except as expressly permitted by the Credit Agreement. 
  

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 ARTICLE IX 
  
 REMEDIES 
  
 SECTION 9.1. Remedies. Upon the occurrence and during the continuance of any Event of Default, the Collateral Agent may from time to time exercise
in respect of the Pledged Collateral, in addition to the other rights and remedies provided for herein or otherwise available to it, the following remedies: 
  
 (i) To the fullest extent permitted by applicable law, personally, or by agents or attorneys, immediately take possession of the Pledged Collateral or any
part thereof, from any Pledgor or any other person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon any Pledgor’s premises where any of the Pledged Collateral is located,
remove such Pledged Collateral, remain present at such premises to receive copies of all communications and remittances relating to the Pledged Collateral and use in connection with such removal and possession any and all services, supplies, aids
and other facilities of any Pledgor; 
  
 (ii) Demand, sue for,
collect or receive any money or property at any time payable or receivable in respect of the Pledged Collateral including instructing the obligor or obligors on any agreement, instrument or other obligation constituting part of the Pledged
Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral Agent, and in connection with any of the foregoing, compromise, settle, extend the time for payment and make other
modifications with respect thereto; provided, however, that in the event that any such payments are made directly to any Pledgor, prior to receipt by any such obligor of such instruction, such Pledgor shall segregate all amounts
received pursuant thereto in trust for the benefit of the Collateral Agent and shall promptly (but in no event later than one (1) Business Day after receipt thereof) pay such amounts to the Collateral Agent; 
  
 (iii) Subject to Section 6.1, sell, assign, grant a license to
use or otherwise liquidate, or direct any Pledgor to sell, assign, grant a license to use or otherwise liquidate, any and all investments made in whole or in part with the Pledged Collateral or any part thereof, and take possession of the proceeds
of any such sale, assignment, license or liquidation; 
  
 (iv)
Take possession of the Pledged Collateral or any part thereof, by directing any Pledgor in writing to deliver the same to the Collateral Agent at any place or places so designated by the Collateral Agent, in which event such Pledgor shall at its own
expense: (A) forthwith cause the same to be moved to the place or places designated by the Collateral Agent and therewith delivered to the Collateral Agent, (B) store and keep any Pledged Collateral so delivered to the Collateral Agent at
such place or places pending further action by the Collateral Agent and (C) while the Pledged Collateral shall be so stored and kept, provide such security and maintenance services as shall be necessary to protect the same and to preserve and
maintain them in good condition. Each Pledgor’s obligation to deliver the Pledged Collateral as contemplated 
  

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 plated in this Section 9.1(iv) is of the essence hereof. Upon application to a court of equity having
jurisdiction, the Collateral Agent shall be entitled to a decree requiring specific performance by any Pledgor of such obligation; 
  
 (v) Withdraw all moneys, instruments, securities and other property in any bank, financial securities, deposit or other account of any Pledgor
constituting Pledged Collateral for application to the Secured Obligations as provided in Article X hereof; 
  
 (vi) Retain and apply the Distributions to the Secured Obligations as provided in Article X hereof; 
  
 (vii) Exercise any and all rights as beneficial and legal owner of the
Pledged Collateral, including perfecting assignment of and exercising any and all voting, consensual and other rights and powers with respect to any Pledged Collateral; and 
  
 (viii) Subject to Section 6.1, exercise all the rights and remedies of a secured party on default under the UCC,
and the Collateral Agent may also in its sole discretion, without notice except as specified in Section 9.2 hereof, sell, assign or grant a license to use the Pledged Collateral or any part thereof in one or more parcels at public or
private sale, at any exchange, broker’s board or at any of the Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Collateral Agent may deem
commercially reasonable. The Collateral Agent or any other Secured Party or any of their respective Affiliates may be the purchaser, licensee, assignee or recipient of the Pledged Collateral or any part thereof at any such public sale, and to the
fullest extent permitted by applicable law, private sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Pledged Collateral sold, assigned or licensed at such
sale, to use and apply any of the Secured Obligations owed to such person as a credit on account of the purchase price of the Pledged Collateral or any part thereof payable by such person at such sale. Each purchaser, assignee, licensee or recipient
at any such sale shall acquire the property sold, assigned or licensed absolutely free from any claim or right on the part of any Pledgor, and each Pledgor hereby waives, to the fullest extent permitted by law, all rights of redemption, stay and/or
appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall not be obligated to make any sale of the Pledged Collateral or any part thereof
regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and
place to which it was so adjourned. Each Pledgor hereby waives, to the fullest extent permitted by law, any claims against the Collateral Agent arising by reason of the fact that the price at which the Pledged Collateral or any part thereof may have
been sold, assigned or licensed at such a private sale was less than the price which might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and does not offer such Pledged Collateral to more than one
offeree. 
  
 SECTION 9.2. Notice of Sale. Each Pledgor
acknowledges and agrees that, to the extent notice of sale or other disposition of the Pledged Collateral or any part thereof shall be 
  

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 required by law, ten (10) days’ prior notice to such Pledgor of the time and place of any public sale or of the
time after which any private sale or other intended disposition is to take place shall be commercially reasonable notification of such matters. No notification need be given to any Pledgor if it has signed, after the occurrence of an Event of
Default, a statement renouncing or modifying any right to notification of sale or other intended disposition. 
  
 SECTION 9.3. Waiver of Notice and Claims. Each Pledgor hereby waives, to the fullest extent permitted by applicable law, notice or judicial hearing
in connection with the Collateral Agent’s taking possession or the Collateral Agent’s disposition of the Pledged Collateral or any part thereof, including any and all prior notice and hearing for any prejudgment remedy or remedies and any
such right which such Pledgor would otherwise have under law, and each Pledgor hereby further waives, to the fullest extent permitted by applicable law: (i) all damages occasioned by such taking of possession, (ii) all other requirements
as to the time, place and terms of sale or other requirements with respect to the enforcement of the Collateral Agent’s rights hereunder and (iii) all rights of redemption, appraisal, valuation, stay, extension or moratorium now or
hereafter in force under any applicable law. The Collateral Agent shall not be liable for any incorrect or improper payment made pursuant to this Article IX in the absence of gross negligence or willful misconduct on the part of the
Collateral Agent. Any sale of, or the grant of options to purchase, or any other realization upon, any Pledged Collateral shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of the applicable Pledgor
therein and thereto, and shall be a perpetual bar both at law and in equity against such Pledgor and against any and all persons claiming or attempting to claim the Pledged Collateral so sold, optioned or realized upon, or any part thereof, from,
through or under such Pledgor. 
  
 SECTION 9.4. Certain Sales
of Pledged Collateral. 
  
 (a) Each Pledgor recognizes that,
by reason of certain prohibitions contained in law, rules, regulations or orders of any Governmental Authority, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Pledged Collateral, to limit purchasers to
those who meet the requirements of such Governmental Authority. Each Pledgor acknowledges that any such sales may be at prices and on terms less favorable to the Collateral Agent than those obtainable through a public sale without such restrictions,
and, notwithstanding such circumstances, agrees that any such restricted sale shall not be deemed to have not been made in a commercially reasonable manner solely because it was conducted as a private sale and that, except as may be required by
applicable law, the Collateral Agent shall have no obligation to engage in public sales. 
  
 (b) Each Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws, the Collateral
Agent may be compelled, with respect to any sale of all or any part of the Securities Collateral and Investment Property, to limit purchasers to persons who will agree, among other things, to acquire such Securities Collateral or Investment Property
for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges that any such private sales may be at prices and on terms less favorable to the Collateral Agent than those obtainable through
a public sale without such restrictions (including a 
  

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 public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such
circumstances, agrees that any such private sale shall not be deemed to have not been made in a commercially reasonable manner solely because it was conducted as a private sale, and that the Collateral Agent shall have no obligation to engage in
public sales and no obligation to delay the sale of any Securities Collateral or Investment Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities
Act or under applicable state securities laws, even if such issuer would agree to do so. 
  
 (c) Notwithstanding the foregoing, each Pledgor shall, upon the occurrence and during the continuance of any Event of Default, at the reasonable request of the Collateral Agent, for the benefit of the Collateral
Agent, cause any registration, qualification statement or application under or compliance with any Federal or state securities law or laws to be prepared and filed with respect to all or any part of the Securities Collateral as soon as practicable
and at the sole cost and expense of the Pledgors. Each Pledgor will use its commercially reasonable efforts to cause such registration to be effected (and be kept effective) and will use its commercially reasonable efforts to cause such
qualification and compliance to be effected (and be kept effective) as may be so requested and as would permit or facilitate the sale and distribution of such Securities Collateral including registration under the Securities Act (or any similar
statute then in effect), appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with all other requirements of any Governmental Authority. Each Pledgor shall use its commercially reasonable
efforts to cause the Collateral Agent to be kept advised in writing as to the progress of each such registration, qualification or compliance and as to the completion thereof, shall furnish to the Collateral Agent such number of prospectuses,
offering circulars or other documents incident thereto as the Collateral Agent from time to time may request, and shall indemnify and shall cause the issuer of the Securities Collateral to indemnify the Collateral Agent and all others participating
in the distribution of such Securities Collateral against all claims, losses, damages and liabilities caused by any untrue statement (or alleged untrue statement) of a material fact contained therein (or in any related registration statement,
notification or the like) or by any omission (or alleged omission) to state therein (or in any related registration statement, notification or the like) a material fact required to be stated therein or necessary to make the statements therein not
misleading other than any such statement or omission made in reliance on, and in conformity with, written information provided to such Pledgor by Collateral Agent or any other participant in the distribution for inclusion therein. 
  
 (d) If the Collateral Agent determines to exercise its right to sell any or
all of the Securities Collateral or Investment Property, upon written request, the applicable Pledgor shall from time to time furnish to the Collateral Agent all such information as the Collateral Agent may request in order to determine the number
of securities included in the Securities Collateral or Investment Property which may be sold by the Collateral Agent as exempt transactions under the Securities Act and the rules of the SEC thereunder, as the same are from time to time in effect.

  
 (e) Each Pledgor further agrees that a breach of any of the
covenants contained in this Section 9.4 will cause irreparable injury to the Collateral Agent and the other Secured 
  

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 cured Parties, that the Collateral Agent and the other Secured Parties have no adequate remedy at law in respect of such
breach and, as a consequence, that each and every covenant contained in this Section 9.4 shall be specifically enforceable against such Pledgor, and such Pledgor hereby waives and agrees not to assert any defenses against an action for
specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing. 
  
 SECTION 9.5. No Waiver; Cumulative Remedies. 
  
 (a) No failure on the part of the Collateral Agent to exercise, no course of dealing with respect to, and no delay on the part of the Collateral Agent in
exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power, privilege or remedy hereunder preclude any other or further exercise thereof or the exercise of
any other right, power, privilege or remedy; nor shall the Collateral Agent be required to look first to, enforce or exhaust any other security, collateral or guaranties. All rights and remedies herein provided are cumulative and are not exclusive
of any rights or remedies provided by law or otherwise available. 
  
 (b) In the event that the Collateral Agent shall have instituted any proceeding to enforce any right, power, privilege or remedy under this Agreement or any other Loan Document by foreclosure, sale, entry or otherwise, and such proceeding
shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Collateral Agent, then and in every such case, the Pledgors, the Collateral Agent and each other Secured Party shall be restored to their
respective former positions and rights hereunder with respect to the Pledged Collateral, and all rights, remedies, privileges and powers of the Collateral Agent and the other Secured Parties shall continue as if no such proceeding had been
instituted. 
  
 SECTION 9.6. Certain Additional Actions
Regarding Intellectual Property. If any Event of Default shall have occurred and be continuing, upon the written demand of the Collateral Agent, each Pledgor shall execute and deliver to the Collateral Agent an assignment or assignments of the
registered Patents, Trademarks and/or Copyrights and Goodwill and such other documents as are necessary or appropriate to carry out the intent and purposes hereof. Within five (5) Business Days of written notice thereafter from the Collateral
Agent, each Pledgor shall make available to the Collateral Agent, to the extent within such Pledgor’s power and authority, such personnel in such Pledgor’s employ on the date of the Event of Default as the Collateral Agent may reasonably
designate to permit such Pledgor to continue, directly or indirectly, to produce, advertise and sell the products and services sold by such Pledgor under the registered Patents, Trademarks and/or Copyrights, and such persons shall be available to
perform their prior functions on the Collateral Agent’s behalf. 
  

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 ARTICLE X 
  
 APPLICATION OF PROCEEDS 
  
 SECTION10.1 Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization
upon all or any part of the Pledged Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, together with any other sums then held by the Collateral Agent pursuant to this Agreement, in accordance with the
Credit Agreement. 
  
 ARTICLE XI 
  
 MISCELLANEOUS 
  
 SECTION 11.1. Concerning Collateral Agent. 
  
 (a) The Collateral Agent has been appointed as collateral agent pursuant to the Credit Agreement. The actions of the
Collateral Agent hereunder are subject to the provisions of the Credit Agreement. The Collateral Agent shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from
taking action (including the release or substitution of the Pledged Collateral), in accordance with this Agreement and the Credit Agreement. The Collateral Agent may employ agents and attorneys-in-fact in connection herewith and shall not be liable
for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Collateral Agent may resign and a successor Collateral Agent may be appointed in the manner provided in the Credit Agreement. Upon the
acceptance of any appointment as the Collateral Agent by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent
under this Agreement, and the retiring Collateral Agent shall thereupon be discharged from its duties and obligations under this Agreement. After any retiring Collateral Agent’s resignation, the provisions hereof shall inure to its benefit as
to any actions taken or omitted to be taken by it under this Agreement while it was the Collateral Agent. 
  
 (b) The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if
such Pledged Collateral is accorded treatment substantially equivalent to that which the Collateral Agent, in its individual capacity, accords its own property consisting of similar instruments or interests, it being understood that neither the
Collateral Agent nor any of the Secured Parties shall have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether
or not the Collateral Agent or any other Secured Party has or is deemed to have knowledge of such matters or (ii) taking any necessary steps to preserve rights against any person with respect to any Pledged Collateral. 
  

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 (c) The Collateral Agent shall be entitled to rely upon any written notice, statement, certificate, order
or other document or any telephone message believed by it to be genuine and correct and to have been signed, sent or made by the proper person, and, with respect to all matters pertaining to this Agreement and its duties hereunder, upon advice of
counsel selected by it. 
  
 (d) If any item of Pledged Collateral
also constitutes collateral granted to the Collateral Agent under any other deed of trust, mortgage, security agreement, pledge or instrument of any type, in the event of any conflict between the provisions hereof and the provisions of such other
deed of trust, mortgage, security agreement, pledge or instrument of any type in respect of such collateral, the Collateral Agent, in its sole discretion, shall select which provision or provisions shall control. 
  
 SECTION 11.2. Collateral Agent May Perform; Collateral Agent Appointed
Attorney-in-Fact. If any Pledgor shall fail to perform any covenants contained in this Agreement (including such Pledgor’s covenants to (i) pay the premiums in respect of all required insurance policies hereunder, (ii) pay and
discharge any taxes, assessments and special assessments, levies, fees and governmental charges imposed upon or assessed against, and landlords’, carriers’, mechanics’, workmen’s, repairmen’s, laborers’,
materialmen’s, suppliers’ and warehousemen’s Liens and other claims arising by operation of law against, all or any portion of the Pledged Collateral, (iii) make repairs, (iv) discharge Liens or (v) pay or perform any
obligations of such Pledgor under any Pledged Collateral) or if any representation or warranty on the part of any Pledgor contained herein shall be breached, the Collateral Agent may (but shall not be obligated to) do the same or cause it to be done
or remedy any such breach, and may expend funds for such purpose; provided, however, that (a) in the case of clauses (ii) and (iv) the Collateral Agent shall not make such payment or discharge any Lien arising out of any
tax, assessment, charge or claim that is being contested in good faith and by proper proceedings and as to which appropriate reserves are being maintained in accordance with GAAP, unless and until such Lien attaches to such Pledgor’s property
and becomes enforceable against such Pledgor’s other creditors and subjects the property to a substantial risk of forfeiture and (b) the Collateral Agent shall in no event be bound to inquire into the validity of any tax, Lien, imposition
or other obligation which such Pledgor fails to pay or perform as and when required hereby and which such Pledgor does not contest in accordance with the provisions of the Credit Agreement. Any and all amounts so expended by the Collateral Agent
shall be paid by the Pledgors in accordance with the provisions of Section 11.5 of the Credit Agreement. Neither the provisions of this Section 11.2 nor any action taken by the Collateral Agent pursuant to the provisions of
this Section 11.2 shall prevent any such failure to observe any covenant contained in this Agreement nor any breach of representation or warranty from constituting an Event of Default. Each Pledgor hereby appoints the Collateral Agent
its attorney-in-fact, with full power and authority in the place and stead of such Pledgor and in the name of such Pledgor, or otherwise, from time to time in the Collateral Agent’s discretion to take any action and to execute any instrument
consistent with the terms of the Credit Agreement, this Agreement and the other Security Documents which the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (but the Collateral Agent shall not be obligated to and
shall have no liability to such Pledgor or any third 
  

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 party for failure to so do or take action). The foregoing grant of authority is a power of attorney coupled with an
interest and such appointment shall be irrevocable for the term hereof. Each Pledgor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. 
  
 SECTION 11.3. Continuing Security Interest; Assignment. This Agreement shall create a continuing security interest in
the Pledged Collateral and shall (i) be binding upon the Pledgors, their respective successors and assigns and (ii) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and
the other Secured Parties and each of their respective successors, transferees and assigns. No other persons (including any other creditor of any Pledgor) shall have any interest herein or any right or benefit with respect hereto. Without limiting
the generality of the foregoing clause (ii), any Secured Party may assign or otherwise transfer any indebtedness held by it secured by this Agreement to any other person, and such other person shall thereupon become vested with all the benefits
in respect thereof granted to such Secured Party, herein or otherwise, subject however, to the provisions of the Credit Agreement and, in the case of a Secured Party that is a party to a Specified Swap Agreement or Operating Indebtedness Agreement,
such Specified Swap Agreement or Operating Indebtedness Agreement. 
  
 SECTION 11.4. Termination; Release. (a) When all the Secured Obligations have been paid in full (other than inchoate indemnification and cost reimbursement obligations not then due) and the Commitments of the Lenders to make any
Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated or cash collateralized in accordance with the provisions of the Credit Agreement, this
Agreement shall terminate. Upon termination of this Agreement the Pledged Collateral shall be released from the Lien of this Agreement and upon the sale by any Pledgor of any Pledged Collateral in accordance with Section 7.5 of the Credit
Agreement, such Pledged Collateral shall be released from the Lien of this Agreement. Upon such release or any release of Pledged Collateral or any part thereof in accordance with the provisions of the Credit Agreement, the Collateral Agent shall,
upon the request and at the sole cost and expense of the Pledgors, assign, transfer and deliver to Pledgor, against receipt and without recourse to or warranty by the Collateral Agent except as to the fact that the Collateral Agent has not
encumbered the released assets, such of the Pledged Collateral or any part thereof to be released (in the case of a release) as may be in possession of the Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms
hereof, and, with respect to any other Pledged Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Pledged Collateral, as the case
may be. 
  
 (b) Notwithstanding Section 2.1, in
connection with the granting of a Lien permitted by Section 7.1(d) of the Credit Agreement in any Real Property or Equipment owned by a Pledgor or with the disposition of Receivables Assets of a Pledgor permitted by
Section 7.5(i) of the Credit Agreement pursuant to a Permitted Receivables Financing, the Collateral Agent shall, at such Pledgor’s request if required by the lender or lessor providing Debt to be secured by such Lien or such
Receivables Assets, as applicable, at such Pledgor’s expense, execute 
  

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 and deliver such documents as such Pledgor shall reasonably request to evidence the release of such item or items of
Pledged Collateral from the Lien of this Agreement; provided, however, that such Pledgor shall have delivered to the Collateral Agent, at least three Business Days prior to the date of the proposed realease, a written request decribing
the items of Collateral, together with a form of release for execution by the Collateral Agent, and a certificate of the chief financial officer of such Pledgor to the effect that the transaction is in compliance with the Credit Agreement and as to
such other matters as the Collateral Agent may reasonably request. 
  
 SECTION 11.5. Modification in Writing. No amendment, modification, supplement, termination or waiver of or to any provision hereof, nor consent to any departure by any Pledgor therefrom, shall be effective unless the same shall be
made in accordance with the terms of the Credit Agreement and unless in writing and signed by the Collateral Agent. Any amendment, modification or supplement of or to any provision hereof, any waiver of any provision hereof and any consent to any
departure by any Pledgor from the terms of any provision hereof in each case shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement or any
other document evidencing the Secured Obligations, no notice to or demand on any Pledgor in any case shall entitle any Pledgor to any other or further notice or demand in similar or other circumstances. 
  
 SECTION 11.6. Notices. Unless otherwise provided herein or in the
Credit Agreement, any notice or other communication herein required or permitted to be given shall be given in the manner and become effective as set forth in the Credit Agreement, as to any Pledgor, addressed to it at the address of the Borrower
set forth in the Credit Agreement and as to the Collateral Agent, addressed to it at the address set forth in the Credit Agreement, or in each case at such other address as shall be designated by such party in a written notice to the other party
complying as to delivery with the terms of this Section 11.6. 
  
 SECTION 11.7. Governing Law, Consent to Jurisdiction and Service of Process; Waiver of Jury Trial. Sections 11.10 , 11.11 and 11.12 of the Credit Agreement are incorporated herein,
mutatis mutandis, as if a part hereof. 
  
 SECTION 11.8.
Severability of Provisions. Any provision hereof which is invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without
invalidating the remaining provisions hereof or affecting the validity, legality or enforceability of such provision in any other jurisdiction. 
  
 SECTION 11.9. Execution in Counterparts. This Agreement and any amendments, waivers, consents or supplements hereto may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement. 
  

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 SECTION 11.10. Business Days. In the event any time period or any date provided in this Agreement
ends or falls on a day other than a Business Day, then such time period shall be deemed to end and such date shall be deemed to fall on the next succeeding Business Day, and performance herein may be made on such Business Day, with the same force
and effect as if made on such other day. 
  
 SECTION 11.11. No
Credit for Payment of Taxes or Imposition. Such Pledgor shall not be entitled to any credit against the principal, premium, if any, or interest payable under the Credit Agreement, and such Pledgor shall not be entitled to any credit against any
other sums which may become payable under the terms thereof or hereof, by reason of the payment of any Tax on the Pledged Collateral or any part thereof. 
  
 SECTION 11.12. No Claims Against Collateral Agent. Nothing contained in this Agreement shall constitute any consent or request by the Collateral
Agent, express or implied, for the performance of any labor or services or the furnishing of any materials or other property in respect of the Pledged Collateral or any part thereof, nor as giving any Pledgor any right, power or authority to
contract for or permit the performance of any labor or services or the furnishing of any materials or other property in such fashion as would permit the making of any claim against the Collateral Agent in respect thereof or any claim that any Lien
based on the performance of such labor or services or the furnishing of any such materials or other property is prior to the Lien hereof. 
  
 SECTION 11.13. No Release. Nothing set forth in this Agreement or any other Loan Document, nor the exercise by the Collateral Agent of any of the
rights or remedies hereunder, shall relieve any Pledgor from the performance of any term, covenant, condition or agreement on such Pledgor’s part to be performed or observed under or in respect of any of the Pledged Collateral or from any
liability to any person under or in respect of any of the Pledged Collateral or shall impose any obligation on the Collateral Agent or any other Secured Party to perform or observe any such term, covenant, condition or agreement on such
Pledgor’s part to be so performed or observed or shall impose any liability on the Collateral Agent or any other Secured Party for any act or omission on the part of such Pledgor relating thereto or for any breach of any representation or
warranty on the part of such Pledgor contained in this Agreement, the Credit Agreement or the other Loan Documents, or under or in respect of the Pledged Collateral or made in connection herewith or therewith. Anything herein to the contrary
notwithstanding, neither the Collateral Agent nor any other Secured Party shall have any obligation or liability under any contracts, agreements and other documents included in the Pledged Collateral by reason of this Agreement, nor shall the
Collateral Agent or any other Secured Party be obligated to perform any of the obligations or duties of any Pledgor thereunder or to take any action to collect or enforce any such contract, agreement or other document included in the Pledged
Collateral hereunder. The obligations of each Pledgor contained in this Section 11.13 shall survive the termination hereof and the discharge of such Pledgor’s other obligations under this Agreement, the Credit Agreement and the
other Loan Documents. 
  
 SECTION 11.14. Obligations
Absolute. All obligations of each Pledgor hereunder shall be absolute and unconditional irrespective of: 
  
 (i) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or the like of any other Pledgor;

  

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 (ii) any lack of validity or enforceability of the Credit Agreement, any other Loan
Document, any Specified Swap Agreement, any Operating Indebtedness Agreement or any other agreement or instrument relating thereto; 
  
 (iii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other
amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document, any Specified Swap Agreement, any Operating Indebtedness Agreement or any other agreement or instrument relating thereto; 
  
 (iv) any pledge, exchange, release or non-perfection of any
other collateral, or any release or amendment or waiver of or consent to any departure from any guarantee, for all or any of the Secured Obligations; 
  
 (v) any exercise, non-exercise or waiver of any right, remedy, power or privilege under or in respect hereof, the Credit Agreement, any
other Loan Document, any Specified Swap Agreement or any Operating Indebtedness Agreement except as specifically set forth in a waiver granted pursuant to the provisions of Section 11.5 hereof; or 
  
 (vi) any other circumstances which might otherwise
constitute a defense available to, or a discharge of, any Pledgor. 
  
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 IN WITNESS WHEREOF, each Pledgor and the Collateral Agent have caused this Agreement to be duly executed
and delivered by their duly authorized officers as of the date first above written. 
  

	
	DAVITA INC.
	
	/s/ H.W. Guy Seay
	H.W. Guy Seay
	Vice President


  

	
	PLEDGORS
	
	/s/ H.W. Guy Seay
	H.W. Guy Seay
	Vice President of (i) Physicians Management, LLC, (ii) each of the Guarantors set forth on Appendix A hereto that is a corporation, (iii) the sole or managing member of each of
the Guarantors set forth on Appendix A hereto that is a limited liability company and (iv) a general partner of each of the Guarantors set forth on Appendix A hereto that is a limited partnership or a general
partnership.


  









 Appendix A 
  
 Guarantors 
  
 Astro, Hobby, West Mt. Renal Care Limited Partnership 
 Bay Area Dialysis
Partnership 
 Beverly Hills Dialysis Partnership 
 Carroll County
Dialysis Facility, Inc. 
 Continental Dialysis Centers, Inc. 
 Continental Dialysis Center of Springfield-Fairfax, Inc. 
 DaVita - West, LLC 
 DaVita Nephrology Associates of Utah, L.L.C. 
 Dialysis Centers of Abilene, L.P. 
 Dialysis Specialists of Dallas, Inc. 
 Downriver Centers, Inc 
 East End Dialysis Center, Inc. 
 Eastmont Dialysis Partnership 
 Elberton Dialysis Facility, Inc. 
 Flamingo Park Kidney Center, Inc.

 Houston Kidney Center/Total Renal Care Integrated Service Network Limited Partnership 
 Kidney Care Rx, Inc. 
 Kidney Care Services, LLC 
 Lincoln Park Dialysis Services, Inc. 
 Mason-Dixon Dialysis Facilities, Inc. 
 Mid-City New Orleans Dialysis Partnership, LLC 
 Nephrology Medical Associates
of Georgia, LLC 
 North Atlanta Dialysis Center, LLC 
 Ontario
Dialysis Center, LLC 
 Open Access Sonography, Inc. 
 Orange
Dialysis, LLC 
 Pacific Coast Dialysis Center 
 PDI Holdings,
Inc. 
 PDI Supply, Inc. 
 Peninsula Dialysis Center, Inc.

 Physicians Dialysis Acquisitions, Inc. 
 Physicians Dialysis
Ventures, Inc. 
 Physicians Dialysis, Inc. 
 Renal Life Link,
Inc. 
 Renal Treatment Centers - California, Inc. 
 Renal
Treatment Centers - Hawaii, Inc. 
 Renal Treatment Centers - Illinois, Inc. 
 Renal Treatment Centers, Inc. 
 Renal Treatment Centers - Mid-Atlantic, Inc. 
 Renal Treatment Centers - Northeast, Inc. 
 Renal Treatment Centers -
Southeast, L.P. 
 Renal Treatment Centers - West, Inc. 
 Riverside County Home PD Program, LLC 
 RMS DM, LLC 
 RTC Holdings, Inc. 
 RTC - Texas Acquisition, Inc. 
 RTC
TN, Inc. 
 Sierra Rose Dialysis Center, LLC 
 South Shore
Dialysis Center, L.P. 
 Southeast Florida Dialysis, LLC 
 Southwest Atlanta Dialysis Centers, LLC 
 Spokane Dialysis, LLC 
 Total Acute Kidney Care, Inc. 
 Total Renal Care/Eaton Canyon Dialysis Center Partnership 
 Total Renal Care, Inc. 
 Total Renal Care of Colorado, Inc. 
 TRC of New York, Inc. 
  









 Total Renal Care of Utah, L.L.C. 
 Total Renal Care/Peralta Renal Center Partnership 
 Total Renal Care/Piedmont Dialysis Partnership 
 Total Renal Care Texas Limited Partnership 
 Total Renal Laboratories, Inc.

 Total Renal Research, Inc. 
 TRC - Indiana, LLC 
 TRC West, Inc. 
 Tri-City Dialysis Center, Inc. 
 Gambro Healthcare, Inc. 
 Dialysis Holdings, Inc. 
 Gambro Healthcare Laboratory Services, Inc. 
 Gambro Nephrology Partners, Inc.

 Gambro Healthcare of Pennsylvania, Inc. 
 Gambro Healthcare of
Maryland, Inc. 
 Gambro Healthcare of Massachusetts, Inc. 
 Gambro of New York, Inc. 
 Gambro Supply Corp. 
 Neptune
Artificial Kidney Center, LLC 
 Freehold Artificial Kidney Center, LLC 
 Gambro Nephrology Services, Inc. 
 Gambro Healthcare Nephrology Partners, Inc. 
 Gambro Healthcare Renal Care, Inc. 
 Gambro Healthcare Procurement Services, Inc. 
  










			
	JPMORGAN CHASE BANK, N.A.,
	as Collateral Agent
		
	By:	 	 /s/ Bruce Bordon


	Name:	 	Bruce Bordon
	Title:	 	Vice President