Guarantee and Collateral Agreement, dated as of August 13, 2004



 Exhibit 10.10 
  
 EXHIBIT A 
  
 GUARANTEE AND COLLATERAL AGREEMENT 
  
 made by 
  
 INNOPHOS HOLDINGS, INC., 
  
 INNOPHOS, INC. 
  
 and certain of
its Subsidiaries 
  
 in favor of 
  
 BEAR STEARNS CORPORATE LENDING INC., 
  
 as Administrative Agent 
  
 Dated as of August 13, 2004 







 TABLE OF CONTENTS 
  

					
	 	  	 	  	Page


	 SECTION 1.
	  	DEFINED TERMS	  	1
	 1.1
	  	Definitions	  	1
	 1.2
	  	Other Definitional Provisions	  	5
			
	 SECTION 2.
	  	GUARANTEE	  	5
	 2.1
	  	Guarantee	  	5
	 2.2
	  	Rights of Reimbursement, Contribution and Subrogation	  	6
	 2.3
	  	Amendments, etc. with respect to the Borrower Obligations	  	8
	 2.4
	  	Guarantee Absolute and Unconditional	  	8
	 2.5
	  	Reinstatement	  	9
	 2.6
	  	Payments	  	9
			
	 SECTION 3.
	  	GRANT OF SECURITY INTEREST	  	9
			
	 SECTION 4.
	  	REPRESENTATIONS AND WARRANTIES	  	11
	 4.1
	  	Corporate Existence; Compliance with Law; Power; Authorization; Enforceable Obligations; No Legal Bar; Litigation	  	11
	 4.2
	  	Title; No Other Liens	  	12
	 4.3
	  	Perfected First Priority Liens	  	12
	 4.4
	  	Jurisdiction of Organization; Chief Executive Office	  	12
	 4.5
	  	Inventory and Equipment	  	12
	 4.6
	  	Farm Products	  	13
	 4.7
	  	Investment Property	  	13
	 4.8
	  	Receivables	  	13
	 4.9
	  	Contracts	  	13
	 4.10
	  	Intellectual Property	  	14
			
	 SECTION 5.
	  	COVENANTS	  	14
	 5.1
	  	Covenants in Credit Agreement	  	14
	 5.2
	  	Delivery and Control of Instruments, Certificated Securities, Chattel Paper, Negotiable Documents, Investment Property and Letter of Credit Rights	  	15
	 5.3
	  	Maintenance of Insurance	  	15
	 5.4
	  	Payment of Obligations	  	16
	 5.5
	  	Maintenance of Perfected Security Interest; Further Documentation	  	16
	 5.6
	  	Changes in Locations, Name, etc.	  	16
	 5.7
	  	Notices	  	17
	 5.8
	  	Investment Property	  	17
	 5.9
	  	Receivables	  	18
	 5.10
	  	Contracts	  	18
	 5.11
	  	Intellectual Property	  	19
			
	 SECTION 6.
	  	REMEDIAL PROVISIONS	  	20
	 6.1
	  	Certain Matters Relating to Receivables	  	20
	 6.2
	  	Communications with Obligors; Grantors Remain Liable	  	21

  

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	 6.3
	  	Pledged Stock	  	21
	 6.4
	  	Proceeds to be Turned Over to Administrative Agent	  	22
	 6.5
	  	Application of Proceeds	  	23
	 6.6
	  	Code and Other Remedies	  	23
	 6.7
	  	Registration Rights	  	24
	 6.8
	  	Deficiency	  	25
			
	 SECTION 7.
	  	THE ADMINISTRATIVE AGENT	  	25
	 7.1
	  	Administrative Agent’s Appointment as Attorney-in-Fact, etc.	  	25
	 7.2
	  	Duty of Administrative Agent	  	27
	 7.3
	  	Filing of Financing Statements	  	27
	 7.4
	  	Authority of Administrative Agent	  	27
			
	 SECTION 8.
	  	MISCELLANEOUS	  	28
	 8.1
	  	Amendments in Writing	  	28
	 8.2
	  	Notices	  	28
	 8.3
	  	No Waiver by Course of Conduct; Cumulative Remedies	  	28
	 8.4
	  	Enforcement Expenses; Indemnification	  	28
	 8.5
	  	Successors and Assigns	  	29
	 8.6
	  	Set-Off	  	29
	 8.7
	  	Counterparts	  	29
	 8.8
	  	Severability	  	29
	 8.9
	  	Section Headings	  	29
	 8.10
	  	Integration	  	29
	 8.11
	  	GOVERNING LAW	  	30
	 8.12
	  	Submission To Jurisdiction; Waivers	  	30
	 8.13
	  	Acknowledgements	  	30
	 8.14
	  	Additional Grantors	  	30
	 8.15
	  	Releases	  	31
	 8.16
	  	WAIVER OF JURY TRIAL	  	31
	 8.17
	  	Judgment Currency	  	31

  
 SCHEDULES 
  

					
	 Schedule 1
	  	Notice Addresses	  	1
	 Schedule 2
	  	Investment Property	  	3
	 Schedule 3
	  	Jurisdictions of Organization and Chief Executive Offices	  	4
	 Schedule 4
	  	Inventory and Equipment Locations	  	5
	 Schedule 5
	  	Intellectual Property	  	6
	 Schedule 6
	  	Contracts	  	27
	 Schedule 7
	  	Commercial Tort Claims	  	35
			
	 ANNEXES
	  	 	  	 
			
	 Annex I
	  	Form of Assumption Agreement	  	 
	 Annex II
	  	Form of Acknowledgement and Consent	  	 

  

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 GUARANTEE AND COLLATERAL AGREEMENT, dated as of August 13, 2004, made by each of the signatories hereto
(together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of Bear Stearns Corporate Lending Inc., as Administrative Agent (in such capacity, the “Administrative
Agent”) for the banks, financial institutions and other entities (the “Lenders”) from time to time parties to the Credit Agreement, dated as of August 13, 2004 (as amended, supplemented or otherwise modified from time to
time, the “Credit Agreement”), among Innophos, Inc., a Delaware corporation (the “Borrower”), the several banks, financial institutions and other entities from time to time parties to the Credit Agreement (the
“Lenders”), Bear, Stearns & Co. Inc. and UBS Securities LLC, as joint lead arrangers and joint bookrunners (in such capacity, the “Arrangers”), Bear Stearns Corporate Lending Inc. and UBS Securities LLC, as
co-syndication agents (in such capacity, the “Co-Syndication Agents”), and the Administrative Agent. 
  
 W I T N E S S E T H: 
  
 WHEREAS, pursuant to the Credit Agreement, the Lenders have severally agreed to make extensions of credit to the Borrower upon the terms and subject to
the conditions set forth therein; 
  
 WHEREAS, the Borrower is a
member of an affiliated group of companies that includes each other Grantor; 
  
 WHEREAS, each Grantor will derive substantial direct and indirect benefit from the making of the extensions of credit under the Credit Agreement; and 
  
 WHEREAS, it is a condition precedent to the obligation of the Lenders to make their respective extensions of credit to the
Borrower under the Credit Agreement that the Grantors shall have executed and delivered this Agreement to the Administrative Agent for the ratable benefit of the Secured Parties (as defined below); 
  
 NOW, THEREFORE, in consideration of the premises and to induce the Agents and
the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrower thereunder, each Grantor hereby agrees with the Administrative Agent, for the ratable benefit of the Agents and
the Lenders, as follows: 
  
 SECTION 1. DEFINED TERMS 

 
 1.1 Definitions. (a) Unless otherwise defined herein, terms defined
in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement, and the following terms are used herein as defined in the New York UCC (and if defined in more than one Article of the New York UCC, shall have
the meaning given in Article 9 thereof): Accounts, Certificated Security, Chattel Paper, Commercial Tort Claims, Documents, Equipment, Farm Products, General Intangibles, Goods, Instruments, Inventory, Letter-of-Credit Rights, Money, Supporting
Obligations, Tangible Chattel Paper and Uncertificated Security. 
  
 (b) The following terms shall have the following meanings: 
  
 “Agreement”: this Guarantee and Collateral Agreement, as the same may be amended, supplemented or otherwise modified from
time to time. 
  









 “Borrower Obligations”: the collective reference to the unpaid principal
of and interest on the Loans and Reimbursement Obligations and all other obligations and liabilities of the Borrower (including, without limitation, interest accruing at the then applicable rate provided in the Credit Agreement after the maturity of
the Loans and Reimbursement Obligations and interest accruing at the then applicable rate provided in the Credit Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding,
relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) to any Agent, Lender (or, in the case of Specified Hedge Agreements, any Affiliate of any Lender), Indemnitee or any other
Person, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Credit Agreement, this Agreement, the other Loan Documents, any Letter
of Credit, any Specified Hedge Agreement or any other document made, delivered or given in connection therewith, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise
(including, without limitation, all fees and disbursements of counsel to the Agents or to the Lenders that are required to be paid by the Borrower pursuant to the terms of any of the foregoing agreements). 
  
 “Collateral”: as defined in Section 3.

  
 “Collateral Account”: any
collateral account established by the Administrative Agent as provided in Section 6.1 or 6.4. 
  
 “Contracts”: the contracts and agreements listed in Schedule 6, as the same may be amended, supplemented or
otherwise modified from time to time, including, without limitation, (i) all rights of any Grantor to receive moneys due and to become due to it thereunder or in connection therewith, (ii) all rights of any Grantor to damages arising thereunder and
(iii) all rights of any Grantor to perform and to exercise all remedies thereunder. 
  
 “Copyrights”: (i) all copyrights arising under the laws of the United States, any other country or group of countries or
any political subdivision of any of the foregoing, whether registered or unregistered and whether published or unpublished (including, without limitation, those listed in Schedule 5), all registrations and recordings thereof, and all
applications in connection therewith, including, without limitation, all registrations, recordings and applications in the United States Copyright Office, and (ii) the right to obtain all renewals thereof. 
  
 “Copyright Licenses”: any agreement
(whether or not in writing) naming any Grantor as licensor or licensee (including, without limitation, those listed in Schedule 5), granting any right under any Copyright, including, without limitation, the grant of any of the Grantor’s
rights to manufacture, distribute, exploit and sell materials derived from any Copyright. 
  

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 “Deposit Account”: as defined in the Uniform Commercial Code of any
applicable jurisdiction and, in any event, including, without limitation, any demand, time, savings, passbook or like account maintained with a depositary institution. 
  
 “Excluded Foreign Subsidiary”: any Foreign Subsidiary or any Subsidiary of a Foreign
Subsidiary that is treated as a “controlled foreign corporation” for United States federal income tax purposes; provided, that if (a) a “check the box” election is made pursuant to Treasury Regulation Section 301.7701-3 to
treat the Foreign Subsidiary as a disregarded entity that is wholly-owned by a Domestic Subsidiary (or is treated as wholly-owned by a Domestic Subsidiary for United States federal income tax purposes) or (b) section 956 of the Code (or any
regulation promulgated thereunder) is amended so that a “controlled foreign corporation” can guarantee the debt of its “United States shareholder” without creating an investment in “US property” (and a “United
States shareholder” could pledge more than 66% of the voting stock of its “controlled foreign corporation”), then the affected Foreign Subsidiary (and, to the extent affected, each of its Subsidiaries ) shall not be an Excluded
Foreign Subsidiary. 
  
 “Excluded Foreign
Subsidiary Voting Stock”: the voting Capital Stock of any Excluded Foreign Subsidiary. 
  
 “Guarantor Obligations”: with respect to any Guarantor, all obligations and liabilities of such Guarantor which may arise
under or in connection with this Agreement (including, without limitation, Section 2) or any other Loan Document to which such Guarantor is a party, in each case whether on account of guarantee obligations, reimbursement obligations, fees,
indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Agents or to the Lenders that are required to be paid by such Guarantor pursuant to the terms of this Agreement or any other Loan
Document). 
  
 “Guarantors”: the
collective reference to each Grantor other than the Borrower. 
  
 “Hedge Agreements”: as to any Person, all interest rate swaps, caps or collar agreements or similar arrangements entered into by such Person providing for protection against fluctuations in interest
rates or currency exchange rates or the exchange of nominal interest obligations, either generally or under specific contingencies. 
  
 “Intellectual Property”: the collective reference to all rights, priorities and privileges relating to intellectual
property owned by a Grantor, whether arising under United States, multinational or foreign laws or otherwise, including, without limitation, the Copyrights, the Copyright Licenses, the Patents, the Patent Licenses, the Trademarks and the Trademark
Licenses, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom. 
  
 “Intercompany Note”: any promissory note evidencing loans made by any Grantor to Holdings
or any of its Subsidiaries. 
  
 “Investment Property”: the collective reference to (i) all “investment property” as such term is defined in Section 9-102(a)(49) of the New York UCC (other than any Excluded Foreign Subsidiary Voting Stock
excluded from the definition of “Pledged Stock”) and (ii) 

  

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whether or not constituting “investment property” as so defined, all Pledged Notes and all Pledged Stock. 
  
 “Issuers”: the collective reference to each
issuer of any Investment Property. 
  
 “New York UCC”: the Uniform Commercial Code as from time to time in effect in the State of New York. 
  
 “Obligations”: (i) in the case of the Borrower, the Borrower Obligations, and (ii) in the case of each Guarantor, its
Guarantor Obligations. 
  
 “Patents”: (i) all letters patent of the United States, any other country or group of countries or any political subdivision of any of the foregoing, all reissues and extensions thereof and all goodwill associated
therewith, including, without limitation, any of the foregoing referred to in Schedule 5, (ii) all applications for letters patent of the United States or any other country and all divisions, continuations and continuations-in-part thereof,
including, without limitation, any of the foregoing referred to in Schedule 5, and (iii) all rights to obtain any reissues or extensions of the foregoing. 
  
 “Patent License”: all agreements (whether or not in writing) providing for the grant by or
to any Grantor of any right to manufacture, use or sell any invention covered in whole or in part by a Patent, including, without limitation, any of the foregoing referred to in Schedule 5. 
  
 “Pledged Notes”: all promissory notes
listed on Schedule 2, all Intercompany Notes at any time issued to any Grantor and all other promissory notes issued to or held by any Grantor (other than promissory notes issued in connection with extensions of trade credit by any Grantor in
the ordinary course of business). 
  
 “Pledged Stock”: the shares of Capital Stock listed on Schedule 2, together with any other shares, stock certificates, options, interests or rights of any nature whatsoever in respect of such Capital Stock of any
Person that may be issued or granted to, or held by, any Grantor while this Agreement is in effect; provided, that in no event shall more than 66% of the total outstanding Excluded Foreign Subsidiary Voting Stock of any Excluded Foreign
Subsidiary be required to be pledged hereunder. 
  
 “Proceeds”: all “proceeds” as such term is defined in Section 9-102(a)(64) of the New York UCC and, in any event, shall include, without limitation, all dividends or other income from the Investment Property,
collections thereon or distributions or payments with respect thereto. 
  
 “Receivable”: any right to payment for goods sold or leased or for services rendered, whether or not such right is evidenced by an Instrument or Chattel Paper and whether or not it has been earned by
performance (including, without limitation, any Account). 
  
 “Secured Parties”: the Agents, the Lenders, each Indemnitee and each other Person entitled to enforce any of the Obligations and, with respect to any Specified Hedge Agreement, any affiliate of a
Lender party thereto (or any Person that was a Lender or an affiliate 

  

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thereof when such Specified Hedge Agreement was entered into) that has agreed to be bound by the provisions of Section 10 of the Credit Agreement as if it
were a Lender thereto. 
  
 “Securities
Act”: the Securities Act of 1933, as amended. 
  
 “Subsidiary Guarantor”: each Subsidiary of the Borrower other than any Excluded Foreign Subsidiary. 
  
 “Trademarks”: (i) all trademarks, trade names, corporate names, company names, business names, fictitious business names,
trade styles, service marks, logos and other source or business identifiers, and all goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection
therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or group of countries or any political subdivision of any of the foregoing, or
otherwise, and all common-law rights related thereto, including, without limitation, any of the foregoing referred to in Schedule 5, and (ii) the right to obtain all renewals thereof. 
  
 “Trademark License”: any agreement, whether
written or oral, providing for the grant by or to any Grantor of any right to use any Trademark, including, without limitation, any of the foregoing referred to in Schedule 5. 
  
 1.2 Other Definitional Provisions. (a) The words “hereof,” “herein”, “hereto” and
“hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section and Schedule references are to this Agreement unless otherwise
specified. 
  
 (b) The meanings given to terms
defined herein shall be equally applicable to both the singular and plural forms of such terms. 
  
 (c) Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor, shall refer to
such Grantor’s Collateral or the relevant part thereof. 
  
 (d) Where the context requires, any affiliate of a Lender which is party to a Specified Hedge Agreement shall be deemed to be a “Lender” for purposes of this Agreement. 
  
 SECTION 2. GUARANTEE 
  
 2.1 Guarantee. (a) Each of the Guarantors hereby, jointly and
severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance
by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. 
  
 (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and
under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor 

  

 5 








 
under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2).

  
 (c) Each Guarantor agrees that the Borrower
Obligations may at any time and from time to time exceed the maximum liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of any Agent or any Lender hereunder.

  
 (d) The guarantee contained in this Section 2
shall remain in full force and effect until all the Borrower Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cash, no Letter of Credit shall be
outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower may be free from any Borrower Obligations. 
  
 (e) No payment made by the Borrower, any of the Guarantors,
any other guarantor or any other Person or received or collected by any Agent or any Lender from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or
application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such
payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the
maximum liability of such Guarantor hereunder until the Borrower Obligations are paid in full in cash, no Letter of Credit shall be outstanding and the Commitments are terminated. 
  
 2.2 Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Obligations
by any Guarantor or is received or collected on account of the Obligations from any Guarantor or its property: 
  
 (a) If such payment is made by the Borrower or Holdings (in each case) or from its property, then if and to the extent such payment is
made on account of Obligations arising from or relating to a Loan made to the Borrower or a Letter of Credit issued for account of the Borrower, neither the Borrower nor Holdings shall be entitled (A) to demand or enforce reimbursement or
contribution in respect of such payment from each other or from any other Guarantor or (B) to be subrogated to any claim, interest, right or remedy of any Secured Party against any other Person, including each other or any other Guarantor or its
property. Any such payment by Holdings shall constitute a contribution to the common equity of the Borrower. 
  
 (b) If such payment is made by a Guarantor or from its property, such Guarantor shall be entitled, subject to and upon payment in full in
cash of the Obligations, (A) to demand and enforce reimbursement for the full amount of such payment from the Borrower and (B) to demand and enforce contribution in respect of such payment from each other Guarantor which has not paid its fair share
of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each
Guarantor 

  

 6 








 
as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors based on the
relative value of their assets and any other equitable considerations deemed appropriate by the court. 
  
 (c) If and whenever (after payment in full in cash of the Obligations) any right of reimbursement or contribution becomes enforceable by
any Guarantor against any other Guarantor under Sections 2.2(a) and 2.2(b), such Guarantor shall be entitled, subject to and upon payment in full in cash of the Obligations, to be subrogated (equally and ratably with all other Guarantors entitled to
reimbursement or contribution from any other Guarantor as set forth in this Section 2.2) to any security interest that may then be held by the Administrative Agent upon any Collateral granted to it in this Agreement. Such right of subrogation shall
be enforceable solely against the Guarantors, and not against the Secured Parties, and neither the Administrative Agent nor any other Secured Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to
obtain, perfect, maintain, hold, enforce or retain any Collateral for any purpose related to any such right of subrogation. If subrogation is demanded by any Guarantor, then (after payment in full in cash of the Obligations) the Administrative Agent
shall deliver to the Guarantors making such demand, or to a representative of such Guarantors or of the Guarantors generally, an instrument satisfactory to the Administrative Agent transferring, on a quitclaim basis without any recourse,
representation, warranty or obligation whatsoever, whatever security interest the Administrative Agent then may hold in whatever Collateral may then exist that was not previously released or disposed of by the Administrative Agent. 
  
 (d) All rights and claims arising under this Section 2.2 or
based upon or relating to any other right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of any Guarantor as to any payment on account of the Obligations made by it or received or
collected from its property shall be fully subordinated in all respects to the prior payment in full in cash of all of the Obligations. Until payment in full in cash of the Obligations, no Guarantor shall demand or receive any collateral security,
payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to any Guarantor in any bankruptcy case or
receivership, insolvency or liquidation proceeding, such payment or distribution shall be delivered by the person making such payment or distribution directly to the Administrative Agent, for application to the payment of the Obligations. If any
such payment or distribution is received by any Guarantor, it shall be held by such Guarantor in trust, as trustee of an express trust for the benefit of the Secured Parties, and shall forthwith be transferred and delivered by such Guarantor to the
Administrative Agent, in the exact form received and, if necessary, duly endorsed. 
  
 (e) The obligations of the Guarantors under the Loan Documents, including their liability for the Obligations and the enforceability of
the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectibility or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 2.2. The invalidity,
insufficiency, unenforceability or uncollectibility of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Secured Party against any Guarantor
or its property. The Secured Parties make no representations or warranties in respect of any such right and shall have 

  

 7 








 
no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right. 
  
 Each Guarantor reserves any and all other rights of reimbursement,
contribution or subrogation at any time available to it as against any other Guarantor, but (i) the exercise and enforcement of such rights shall be subject to Section 2.2(d) and (ii) neither the Administrative Agent nor any other Secured Party
shall ever have any duty or liability whatsoever in respect of any such right, except as provided in Section 2.2(c). 
  
 2.3 Amendments, etc. with respect to the Borrower Obligations. Each Guarantor shall remain obligated hereunder notwithstanding that, without any
reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the Borrower Obligations made by any Secured Party may be rescinded by such Secured Party and any of the Borrower
Obligations continued, and the Borrower Obligations, or the liability of any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in
part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by any Secured Party, and the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection
therewith may be amended, modified, supplemented or terminated, in whole or in part, from time to time in accordance with the respective terms thereof, and any collateral security, guarantee or right of offset at any time held by any Secured Party
for the payment of the Borrower Obligations may be sold, exchanged, waived, surrendered or released. No Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Borrower
Obligations or for the guarantee contained in this Section 2 or any property subject thereto. 
  
 2.4 Guarantee Absolute and Unconditional. Each Guarantor waives (to the extent not prohibited by applicable law) any and all notice of the creation, renewal, extension or accrual of any of the Borrower
Obligations and notice of or proof of reliance by any Secured Party upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to
have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Secured
Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives (to the extent not prohibited by applicable law) diligence,
presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Guarantors with respect to the Borrower Obligations. Each Guarantor understands and agrees that the guarantee contained in this
Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (1) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Borrower Obligations or any other
collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Secured Party, (2) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any
time be available to or be asserted by the Borrower or any other Person against any Secured Party, or (3) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be
construed to constitute, an equitable or legal 

  

 8 








 
discharge of the Borrower for the Borrower Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other
instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, any Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and
remedies as it may have against the Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by any Secured Party to
make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset,
or any release of the Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the
rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor. For the purposes hereof ”demand” shall include the commencement and continuance of any legal proceedings.

  
 2.5 Reinstatement. The guarantee contained in this
Section 2 shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Borrower Obligations is rescinded or must otherwise be restored or returned by any Secured Party upon the
insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any
Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been made. 
  
 2.6 Payments. Each Guarantor hereby guarantees that payments hereunder will be paid to the Administrative Agent without set-off or counterclaim in
Dollars in immediately available funds at the Funding Office specified in the Credit Agreement. 
  
 SECTION 3. GRANT OF SECURITY INTEREST 
  
 Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in, all of the following property now owned or at any
time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete
payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Obligations: 
  
 (a) all Accounts; 
  
 (b) all Chattel Paper; 
  
 (c) all Contracts; 
  
 (d) all Deposit Accounts; 
  
 (e) all Documents (other than title documents with respect to vehicles); 
  

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 (f) all Equipment; 
  
 (g) all General Intangibles; 
  
 (h) all Instruments; 
  
 (i) all Intellectual Property; 
  
 (j) all Inventory; 
  

(k) all Investment Property; 
  
 (l) all Letter-of-Credit Rights; 
  
 (m) all Vehicles and title documents with respect to Vehicles; 
  
 (n) all Commercial Tort Claims listed on Schedule 7; 
  
 (o) all Money; 
  
 (p) all Pledged Stock and all Pledged Notes, Goods,
insurance and other property not otherwise described above; 
  
 (q) all books and records (regardless of medium) pertaining to the Collateral; and 
  
 (r) to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any and all of the foregoing and all
collateral security and guarantees given by any Person with respect to any of the foregoing; 
  
 provided, however, that notwithstanding any of the other provisions set forth in this Section 3, (i) this Agreement shall not constitute a grant of a security interest in any property to the extent that
such grant of a security interest is prohibited by any Requirements of Law of a Governmental Authority, requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law or is prohibited by, or constitutes a breach or
default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property or, in the case of any Investment Property, Pledged
Stock or Pledged Note, any applicable shareholder or similar agreement, except to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing
for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law and (ii) the Collateral shall not include any intent-to-use applications for United States Trademarks prior to the filing of a
statement of use thereof to the extent, if any, that the grant of a security interest therein would violate Section 10 of the U.S. Trademark Act, 15 U.S.C. 1060. 
  

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 SECTION 4. REPRESENTATIONS AND WARRANTIES 
  
 To induce the Agents and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective
extensions of credit to the Borrower thereunder, each Grantor hereby represents and warrants as of the date hereof to each Agent and each Lender that: 
  
 4.1 Corporate Existence; Compliance with Law; Power; Authorization; Enforceable Obligations; No Legal Bar; Litigation. (a) such Grantor (w) is duly
organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (x) has the power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to
conduct the business in which it is currently engaged, (y) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business
requires such qualification and (z) is in compliance with all Requirements of Law, except in the case of clauses (y) and (z) above, to the extent that the failure to do so could not, in the aggregate, reasonably be expected to have a Material
Adverse Effect. 
  
 (b) Such Grantor has the
power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it
is a party. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the execution, delivery, performance, validity or enforceability of
the Loan Documents to which such Grantor is a party, except (i) consents, authorizations, filings and notices described on Schedule 5.4 of the Credit Agreement, which consents, authorizations, filings and notices have been obtained or made and are
in full force and effect and (ii) the filings referred to in Section 5.19 of the Credit Agreement. This Agreement has been, and each other Loan Document to which it is a party will be, duly executed and delivered on behalf of such Grantor. This
Agreement constitutes, and each other Loan Document to which it is a party when executed and delivered will constitute, a legal, valid and binding obligation of such Grantor enforceable against such Grantor in accordance with its terms, subject to
the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in
equity or at law). 
  
 (c) The execution,
delivery and performance of the Loan Documents to which such Grantor is a party will not violate any Requirement of Law or Contractual Obligation of such Grantor or of any of its Subsidiaries and will not result in, or require, the creation or
imposition of any Lien on any of its or their respective properties or revenues pursuant to any such Requirement of Law or Contractual Obligation (other than pursuant to this Agreement), except to the extent any violation of such Contractual
Obligation could not reasonably be expected to have a Material Adverse Effect. 
  
 (d) No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of
such Grantor, threatened by or against such Grantor or any of its Subsidiaries or against any of its or their respective properties or revenues (x) with respect to any of the Loan Documents or any of the transactions 

  

 11 








 
contemplated hereby or thereby, or (y) which could reasonably be expected to have a Material Adverse Effect. 
  
 4.2 Title; No Other Liens. Except for the security interest granted to
the Administrative Agent for the ratable benefit of the Secured Parties pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Credit Agreement, such Grantor owns each item of the Collateral free and clear of any
and all Liens or claims of others. No effective financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Administrative
Agent, for the ratable benefit of the Secured Parties, pursuant to this Agreement or as are permitted by the Credit Agreement. 
  
 4.3 Perfected First Priority Liens. 
  
 (a) Upon the completion of the applicable filings, including filings in the United States Copyright Office and the United States Patent
and Trademark Office, the security interests granted pursuant to this Agreement (a) constitute valid perfected security interests in all of the Collateral (with respect to all property for which perfection can be obtained by possession, control,
filing a financing statement and/or other filings) in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Obligations, enforceable in accordance with the terms hereof
against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor and (b) are prior to all other Liens on the Collateral in existence on the date hereof except for Liens permitted by the Credit Agreement.

  
 (b) Except for any consents that have been
obtained and remain in full force and effect, no consent of any Person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary or desirable in
connection with the creation, perfection or first priority status of the security interest of the Administrative Agent in any Pledged Stock or Investment Property or the exercise by the Administrative Agent of the voting or other rights provided for
in this Agreement or the exercise of remedies in respect thereof. 
  
 4.4 Jurisdiction of Organization; Chief Executive Office. On the date hereof, such Grantor’s exact legal name, jurisdiction of organization, identification number from the jurisdiction of organization (if any), and the location
of such Grantor’s chief executive office or sole place of business or principal residence, as the case may be, are specified on Schedule 3. Such Grantor has furnished to the Administrative Agent a certified charter, certificate of
incorporation or other organization document and good standing certificate as of a date which is recent to the date hereof. 
  
 4.5 Inventory and Equipment. 
  
 (a) On the date hereof, the Inventory and the Equipment (other than mobile goods) are kept at the locations listed on Schedule 4.

  

 12 








 (b) All Inventory now or hereafter produced by any Grantor included in the Collateral has
been and will be produced in compliance with the requirements of the Fair Labor Standards Act, as amended. 
  
 4.6 Farm Products. None of the Collateral constitutes, or is the Proceeds of, Farm Products. 
  
 4.7 Investment Property. (a) The shares of Pledged Stock pledged by
such Grantor hereunder constitute all the issued and outstanding shares of all classes of the Capital Stock of each Issuer owned by such Grantor or, in the case of Excluded Foreign Subsidiary Voting Stock, 66% of the outstanding Excluded Foreign
Subsidiary Voting Stock of each relevant Issuer. 
  
 (b) All the shares of the Pledged Stock have been duly and validly issued and are fully paid and nonassessable. 
  
 (c) Each of the Pledged Notes constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in
accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether
considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. 
  
 (d) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it
hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement and Liens permitted by the Credit Agreement. 
  
 (e) The terms of any interest in any partnerships or limited
liability companies included in the Collateral expressly provide that they are securities governed by Article 8 of the Uniform Commercial Code. 
  
 4.8 Receivables. (a) No amount payable to such Grantor under or in connection with any Receivable is evidenced by any Instrument or Tangible
Chattel Paper which has not been delivered to the Administrative Agent or constitutes Electronic Chattel Paper that has not been subjected to the Control (within the meaning of Section 9-105 of the New York UCC) of the Administrative Agent.

  
 (b) None of the obligors on any Receivables
is a Governmental Authority. 
  
 4.9 Contracts. (a) No
consent of any party (other than such Grantor) to any material Contract is required, or purports to be required, in connection with the execution, delivery and performance of this Agreement. 
  
 (b) To such Grantor’s knowledge, each Contract is in
full force and effect and constitutes a valid and legally enforceable obligation of the parties thereto, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or
affecting creditors’ rights generally, general equitable principles (whether 

  

 13 








 
considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. 
  
 (c) Neither such Grantor nor (to such Grantor’s
knowledge) any of the other parties to the Contracts is in default in the performance or observance of any of the terms thereof in any manner that, in the aggregate, could reasonably be expected to have a Material Adverse Effect. 
  
 (d) The right, title and interest of such Grantor in, to and
under the Contracts are not subject to any defenses, offsets, counterclaims or claims that, in the aggregate, could reasonably be expected to have a Material Adverse Effect. 
  
 (e) None of the parties to any Contract is a Governmental Authority. 
  
 4.10 Intellectual Property. (a) Schedule 5 lists all
Intellectual Property owned by such Grantor in its own name on the date hereof. 
  
 (b) On the date hereof, all material Intellectual Property of such Grantor described on Schedule 5 is valid, subsisting, unexpired
and enforceable, has not been abandoned and does not infringe the intellectual property rights of any other Person. 
  
 (c) Except as set forth in Schedule 5, on the date hereof, none of the Intellectual Property is the subject of any licensing or
franchise agreement pursuant to which such Grantor is the licensor or franchisor. 
  
 (d) No holding, decision or judgment has been rendered by any Governmental Authority which would limit, cancel or question the validity
of, or such Grantor’s rights in, any Intellectual Property in any respect that could reasonably be expected to have a Material Adverse Effect. 
  
 (e) No action or proceeding is pending, or, to the knowledge of such Grantor, threatened, on the date hereof (1) seeking to limit, cancel
or question the validity of any Intellectual Property or such Grantor’s ownership interest therein, or (2) which, if adversely determined, would have a Material Adverse Effect on the value of any Intellectual Property. 
  
 SECTION 5. COVENANTS 
  
 Each Grantor covenants and agrees with the Agents and the Lenders that, from
and after the date of this Agreement until the Obligations (other than obligations under or in respect of Specified Hedge Agreements, contingent indemnification obligations and expense reimbursement obligations not yet due and payable) shall have
been paid in full in cash, no Letter of Credit shall be outstanding and the Commitments shall have terminated: 
  
 5.1 Covenants in Credit Agreement. In the case of each Guarantor, such Guarantor shall take, or shall refrain from taking, as the case may be, each
action that is necessary to be taken or not taken, as the case may be, so that no Default or Event of Default is caused by the failure to take such action or to refrain from taking such action by such Guarantor or any of its Subsidiaries.

  

 14 








 5.2 Delivery and Control of Instruments, Certificated Securities, Chattel Paper, Negotiable Documents,
Investment Property and Letter of Credit Rights. 
  
 (a) If any of the Collateral is or shall become evidenced or represented by any Instrument, Certificated Security, Negotiable Document or Tangible Chattel Paper, such Instrument (other than checks received in the ordinary course of
business), Certificated Security, Negotiable Documents or Tangible Chattel Paper shall be promptly delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this
Agreement, and all of such property owned by any Grantor as of the Closing Date shall be delivered on the Closing Date; provided, that with respect to Collateral consisting of such property (other than Certificated Securities), any such
property shall be delivered to the Administrative Agent at such time as the value represented thereby, individually exceeds $50,000; provided, further, that Pledged Notes consisting of Investments permitted by Section 8.8(d) of the
Credit Agreement shall not be required to be so delivered or indorsed pursuant to this Section 5.2. 
  
 (b) If any of the Collateral is or shall become “Electronic Chattel Paper” such Grantor shall ensure that (i) a single
authoritative copy exists which is unique, identifiable and unalterable (except as provided in clauses (iii), (iv) and (v) of this paragraph), (ii) such authoritative copy identifies the Administrative Agent as the assignee and is communicated to
and maintained by the Administrative Agent or its designee, (iii) copies or revisions that add or change the assignee of the authoritative copy can only be made with the participation of the Administrative Agent, (iv) each copy of the authoritative
copy and any copy of a copy is readily identifiable as a copy and not the authoritative copy and (v) any revision of the authoritative copy is readily identifiable as an authorized or unauthorized revision. 
  
 (c) If any of the Collateral is or shall become evidenced or
represented by an Uncertificated Security, such Grantor shall cause the Issuer thereof either (i) to register the Administrative Agent as the registered owner of such Uncertificated Security, upon original issue or registration of transfer or (ii)
to agree in writing with such Grantor and the Administrative Agent that such Issuer will comply with instructions with respect to such Uncertificated Security originated by the Administrative Agent without further consent of such Grantor, such
agreement to be in form and substance reasonably satisfactory to the Administrative Agent. 
  
 5.3 Maintenance of Insurance. (a) Such Grantor will maintain, with financially sound and reputable companies, insurance policies in at least such amounts and against at least such risks as are usually insured
against in the same general amount by companies engaged in the same or a similar business. 
  
 (b) All such insurance shall (i) provide that no cancellation, material reduction in amount or material change in coverage thereof shall
be effective until at least 30 days after receipt by the Administrative Agent of written notice thereof, (ii) name the Administrative Agent as insured party or loss payee, as applicable, and (iii) be reasonably satisfactory in all other respects to
the Administrative Agent. 
  

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 (c) If reasonably requested by the Administrative Agent, the Borrower shall deliver to
the Administrative Agent and the Lenders a report of a reputable insurance broker with respect to such insurance substantially concurrently with the delivery by the Borrower to the Administrative Agent of its audited financial statements for each
fiscal year and such supplemental reports with respect thereto as the Administrative Agent may from time to time reasonably request. 
  
 5.4 Payment of Obligations. Such Grantor will pay and discharge or otherwise satisfy at or before maturity or before they become delinquent, as the
case may be, all taxes, assessments and governmental charges or levies imposed upon the Collateral or in respect of income or profits therefrom, as well as all claims of any kind (including, without limitation, claims for labor, materials and
supplies) against or with respect to the Collateral, except that no such charge need be paid (i) if the amount or validity thereof is currently being contested in good faith by appropriate proceedings, reserves in conformity with GAAP with respect
thereto have been provided on the books of such Grantor and such proceedings could not reasonably be expected to result in the sale, forfeiture or loss of any material portion of the Collateral or any interest therein or (ii) if such nonpayment
could not reasonably be expected to have a Material Adverse Effect. 
  
 5.5 Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest as described in Section 4.3 and upon the written
request of the Administrative Agent shall use its reasonable best efforts to defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the
Collateral. 
  
 (b) Such Grantor will furnish to
the Administrative Agent from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request in
writing, all in reasonable detail. 
  
 (c) At any
time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take
such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (1) the filing of any
financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (2) in the case of Investment Property, Deposit Accounts,
Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto. 

 
 5.6 Changes in Locations, Name, etc. Such Grantor will not, except
upon 15 days’ prior written notice to the Administrative Agent (a) change its jurisdiction of organization or the location of its chief executive office or sole place of business or principal residence from that referred to in Section 4.4 or
(b) change its name. In the case of clauses (a) or (b) above, upon the 

  

 16 








 
request of the Administrative Agent, such Grantor shall deliver to the Administrative Agent (x) all additional executed financing statements and other
documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the security interests provided for herein and (y) if applicable, a written supplement to Schedule 4 showing any additional
location at which Inventory or Equipment shall be kept. 
  
 5.7
Notices. Such Grantor will advise the Administrative Agent promptly, in reasonable detail, of: 
  
 (a) any Lien (other than security interests created hereby or Liens permitted under the Credit Agreement) on any of the Collateral which
would materially and adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder; and 
  
 (b) of the occurrence of any other event of which it is aware which could reasonably be expected to have a Material Adverse Effect on the
aggregate value of the Collateral or on the security interests created hereby. 
  
 5.8 Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a
distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Capital Stock of any Issuer, whether in addition to, in
substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Secured Parties, hold the same in trust for the Secured Parties and
deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock or unit power covering such certificate duly executed in blank
by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. If an Event of Default has occurred
and is continuing, any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the
Obligations. In case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of
the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be
held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property which are required to be delivered to the Administrative Agent shall be
received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Secured Parties, segregated from other funds of such Grantor, as additional
collateral security for the Obligations. 
  
 (b)
Without the prior written consent of the Administrative Agent (which consent shall, if no Default or Event of Default is continuing, not be unreasonably withheld), such Grantor will not (i) vote to enable, or take any other action to permit, any
Issuer to issue any 

  

 17 








 
stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock
or other equity securities of any nature of any Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction expressly
permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the Liens
created by this Agreement and as permitted in the Credit Agreement, or (iv) enter into any agreement or undertaking restricting the right or ability of the Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds
thereof, except for any rights of first refusal, rights of first offer, purchase options, drag-along rights, tag-along rights and other similar restrictions that are generally applicable to Capital Stock issued by a Person which is not a Subsidiary
of Holdings and that do not restrict the foreclosure of a security interest in such Capital Stock. 
  
 (c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating
to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 5.8(a)
with respect to the Investment Property issued by it and (iii) the terms of Section 6.3(c) shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 6.3(c) with respect to the
Investment Property issued by it. 
  
 5.9 Receivables. (a)
After the occurrence and during the continuance of an Event of Default, such Grantor will not, other than in the ordinary course of business, (i) grant any extension of the time of payment of any Receivable, (ii) compromise or settle any Receivable
for less than the full amount thereof, (iii) release, wholly or partially, any Person liable for the payment of any Receivable, (iv) allow any credit or discount whatsoever on any Receivable or (v) amend, supplement or modify any Receivable in any
manner that could adversely affect the value thereof, in each case, without the consent of the Administrative Agent. 
  
 (b) Such Grantor will deliver to the Administrative Agent a copy of each material demand, notice or document received by it that questions
or calls into doubt the validity or enforceability of more than 10% of the aggregate amount of the then outstanding Receivables. 
  
 5.10 Contracts. Except as may not (individually or in the aggregate) reasonably be expected to have a Material Adverse Effect: 
  
 (a) Such Grantor will perform and comply in all material
respects with all its obligations under the Contracts. 
  
 (b) Such Grantor will not amend, modify, terminate or waive any provision of any Contract in any manner which could reasonably be expected to materially adversely affect the value of such Contract as Collateral. 
  
 (c) Such Grantor will exercise promptly and diligently each
and every material right which it may have under each material Contract (other than any right of termination). 
  

 18 








 (d) After the occurrence and during the continuance of an Event of Default, such Grantor
will deliver to the Administrative Agent (if requested) a copy of each demand, notice or document received by it relating in any way to any material Contract that questions the validity or enforceability of such Contract. 
  
 5.11 Intellectual Property. (a) Such Grantor (either itself or through
licensees) will (i) continue to use each material Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force
free from any claim of abandonment for non-use, except if such Trademark no longer, in such Grantor’s commercially reasonable judgment, has substantial value, (ii) maintain as in the past the quality of products and services offered under such
Trademark, (iii) use such Trademark with the appropriate notice of registration and all other notices and legends required by applicable Requirements of Law, (iv) not adopt or use any mark which is confusingly similar or a colorable imitation of
such Trademark unless the Administrative Agent, for the ratable benefit of the Secured Parties, shall obtain a perfected security interest in such mark pursuant to this Agreement, and (v) not (and not permit any licensee or sublicensee thereof to)
do any act or knowingly omit to do any act whereby such Trademark may become invalidated or impaired in any way. 
  
 (b) Such Grantor (either itself or through licensees) will not do any act, or omit to do any act, whereby any material Patent may become
forfeited, abandoned or dedicated to the public. 
  
 (c) Such Grantor (either itself or through licensees) will not (and will not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any material portion of the Copyrights may become invalidated or
otherwise impaired. Such Grantor will not (either itself or through licensees) do any act whereby any material portion of the Copyrights may fall into the public domain. 
  
 (d) Such Grantor (either itself or through licensees) will not do any act that knowingly uses any material
Intellectual Property to infringe the intellectual property rights of any other Person. 
  
 (e) Such Grantor will notify the Administrative Agent and the Lenders immediately if it knows, or has reason to know, that any application
or registration relating to any material Intellectual Property, except those that, in such Grantor’s commercially reasonable judgment, have no substantial value, may become forfeited, abandoned or dedicated to the public, or of any adverse
determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court or
tribunal in any country) regarding such Grantor’s ownership of, or the validity of, any material Intellectual Property or such Grantor’s right to register the same or to own and maintain the same. 
  
 (f) Whenever such Grantor, either by itself or through any
agent, employee, licensee or designee, shall file an application for the registration of any Intellectual Property with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other
country or any political subdivision thereof, such Grantor shall 

  

 19 








 
report such filing to the Administrative Agent within ten Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of
the Administrative Agent, such Grantor shall execute and deliver, and have recorded, any and all agreements, instruments, documents, and papers as the Administrative Agent may request to evidence the Secured Parties’ security interest in any
Copyright, Patent or Trademark and the goodwill and general intangibles of such Grantor relating thereto or represented thereby. 
  
 (g) Such Grantor will take all reasonable and necessary steps, including, without limitation, in any proceeding before the United States
Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or group of countries or any political subdivision of any of the foregoing, to maintain and pursue each application (and to obtain
the relevant registration) and to maintain each registration of the material Intellectual Property, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability, other than those
applications that, in such Grantor’s commercially reasonable judgment, do not have substantial value. 
  
 (h) In the event that any material Intellectual Property is infringed, misappropriated or diluted by a third party, such Grantor shall
upon its becoming aware thereof (i) take such actions as such Grantor shall reasonably deem appropriate under the circumstances to protect such Intellectual Property and (ii) if such Intellectual Property is of material economic value, promptly
notify the Administrative Agent after it learns thereof and at the written request of the Administrative Agent initiate proceedings with respect to such infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to
recover any and all damages for such infringement, misappropriation or dilution. 
  
 SECTION 6. REMEDIAL PROVISIONS 
  
 6.1 Certain Matters Relating to Receivables. (a) After the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right to make test verifications of the Receivables in any manner and
through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications. At any time and from time to time after
an Event of Default has occurred and is continuing, upon the Administrative Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others reasonably satisfactory to the
Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. 
  
 (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, and
the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance
of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the
Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, 

  

 20 








 
subject to withdrawal by the Administrative Agent for the account of the Secured Parties only as provided in Section 6.5, and (ii) until so turned over,
shall be held by such Grantor in trust for the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the
payments included in the deposit. 
  
 (c) After
the occurrence and during the continuance of an Event of Default, at the Administrative Agent’s request, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and
transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts. 
  
 6.2 Communications with Obligors; Grantors Remain Liable. (a) The Administrative Agent in its own name or in the name of others may at any time
after the occurrence and during the continuation of an Event of Default and after prior written notice of such action to the relevant Grantors communicate with obligors under the Receivables and parties to the Contracts to verify with them to the
Administrative Agent’s satisfaction the existence, amount and terms of any Receivables or Contracts. 
  
 (b) Upon the request of the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, each
Grantor shall notify obligors on the Receivables and parties to the Contracts that the Receivables and the Contracts have been assigned to the Administrative Agent for the ratable benefit of the Secured Parties and that payments in respect thereof
shall be made directly to the Administrative Agent. 
  
 (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Receivables and Contracts to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all
in accordance with the terms of any agreement giving rise thereto. No Secured Party shall have any obligation or liability under any Receivable (or any agreement giving rise thereto) or Contract by reason of or arising out of this Agreement or the
receipt by any Secured Party of any payment relating thereto, nor shall any Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Receivable (or any agreement giving rise thereto) or
Contract, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any
performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. 
  
 6.3 Pledged Stock. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given at least two
Business Days’ prior written notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect
of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other organizational rights with respect to the Investment
Property; provided, however, that (i) no vote shall be cast or corporate or other organizational right 

  

 21 








 
exercised or other action taken which would be materially inconsistent with or result in any material violation of any provision of the Credit Agreement,
this Agreement or any other Loan Document and (ii) the Administrative Agent can demand, receive and retain all amounts that may be due or demanded thereafter whenever any Event of Default has occurred and is continuing. So long as no Event of
Default has occurred and is continuing, the Administrative Agent shall promptly execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies, dividend payments orders and other instruments as such Grantor may from
time to time reasonably request for the purpose of enabling such Grantor to exercise the voting and other consensual rights when and to the extent which it is entitled to exercise pursuant to this clause (a) and to receive dividends, principal and
interest payments which it is authorized to receive and retain pursuant to this clause (a). 
  
 (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give at least two Business Days’ prior
written notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Investment Property
(except payments permitted under Section 8.6(c) of the Credit Agreement) and make application thereof to the Obligations in the order set forth in Section 6.5, and (ii) any or all of the Investment Property shall be registered in the name of the
Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (1) all voting, corporate and other rights pertaining to such Investment Property at any meeting of shareholders of the relevant Issuer or
Issuers or otherwise and (2) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including, without limitation, the
right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the
exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of the Investment Property with any committee,
depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent
shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. 
  

(c) Each Grantor hereby authorizes and instructs each Issuer of any Investment Property pledged by such Grantor hereunder to (i) comply
with any instruction received by it from the Administrative Agent in writing that (1) states that an Event of Default has occurred and is continuing and (2) is otherwise in accordance with the terms of this Agreement, without any other or further
instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property
directly to the Administrative Agent. 
  
 6.4 Proceeds to be
Turned Over to Administrative Agent. In addition to the rights of the Secured Parties specified in Section 6.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing, all Proceeds received by any Grantor
consisting of 

  

 22 








 
cash, checks and other near-cash items shall be held by such Grantor in trust for the Secured Parties, segregated from other funds of such Grantor, and
shall, forthwith upon receipt by such Grantor, be turned over to the Administrative Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Administrative Agent, if required). Upon the occurrence and during the
continuation of an Event of Default, all Proceeds received by the Administrative Agent hereunder shall be held by the Administrative Agent in a Collateral Account maintained under its sole dominion and control. All Proceeds while held by the
Administrative Agent in a Collateral Account (or by such Grantor in trust for the Secured Parties) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section
6.5. 
  
 6.5 Application of Proceeds. At such intervals as
may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent’s election, the Administrative Agent may apply all or any part of
Proceeds constituting Collateral, whether or not held in any Collateral Account, in payment of the Obligations in such order as the Administrative Agent may elect, and any part of such funds which the Administrative Agent elects not so to apply and
deems not required as collateral security for the Obligations shall be paid over from time to time by the Administrative Agent to the Borrower or to whomsoever may be lawfully entitled to receive the same. Any balance of such Proceeds remaining
after the Obligations (other than obligations under or in respect of Specified Hedge Agreements, contingent indemnification obligations and expense reimbursement obligations not yet due and payable) shall have been paid in full in cash, no Letters
of Credit shall be outstanding and the Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same. 
  
 6.6 Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent, on
behalf of the Lenders, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured
party under the New York UCC or any other applicable law or in equity. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any
kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent not prohibited by applicable law), may in such
circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part
thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Agent or any Lender or elsewhere upon such terms and conditions as it may deem
reasonably advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent
permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released to the extent not
prohibited by applicable law. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select,
whether 

  

 23 








 
at such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.6,
after deducting all reasonable out-of-pocket costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the
Administrative Agent and the Lenders hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Administrative Agent may elect, and only
after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the
surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against any Agent or any Lender arising out of the exercise by them of any rights hereunder. If any notice
of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. 
  
 6.7 Registration Rights. (a) If the Administrative Agent shall
determine to exercise its right to sell any or all of the Pledged Stock pursuant to Section 6.6, and if in the opinion of the Administrative Agent it is necessary or advisable to have the Pledged Stock, or that portion thereof to be sold, registered
under the provisions of the Securities Act, the relevant Grantor will cause the Issuer thereof to (i) execute and deliver, and cause the directors and officers of such Issuer to execute and deliver, all such instruments and documents, and do or
cause to be done all such other acts as may be, in the opinion of the Administrative Agent, necessary or advisable to register the Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) use its
commercially reasonable efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of the Pledged Stock, or that portion thereof to be
sold, and (iii) make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations
of the Securities and Exchange Commission applicable thereto. In connection with the foregoing clauses (i)-(iii), each Grantor agrees to cause such Issuer to comply with the provisions of the securities or “Blue Sky” laws of any and all
jurisdictions which the Administrative Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the
Securities Act. 
  
 (b) Each Grantor recognizes
that the Administrative Agent may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort
to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof.
Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to
have been made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuer thereof to register such securities for
public sale 

  

 24 








 
under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so. 
  
 (c) Each Grantor agrees to use its commercially reasonable
efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Stock pursuant to this Section 6.7 valid and binding and in compliance with any and all other applicable
Requirements of Law. Each Grantor further agrees that a breach of any of the covenants contained in this Section 6.7 will cause irreparable injury to the Secured Parties, that the Secured Parties have no adequate remedy at law in respect of such
breach and, as a consequence, that each and every covenant contained in this Section 6.7 shall be specifically enforceable against such Grantor, and such Grantor hereby waives (to the extent not prohibited by applicable law) 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 under the Credit Agreement. 
  
 6.8 Deficiency. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition
of the Collateral are insufficient to pay its Obligations and the reasonable fees and disbursements of any attorneys employed by the Administrative Agent or any Lender to collect such deficiency. 
  
 SECTION 7. THE ADMINISTRATIVE AGENT 
  
 7.1 Administrative Agent’s Appointment as Attorney-in-Fact, etc.
(a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any authorized officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in
the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which
may be reasonably necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent the power and right, on behalf of such Grantor, without
notice to or assent by such Grantor, to do any or all of the following: 
  
 (i) in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Receivable
or Contract or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any and all such
moneys due under any Receivable or Contract or with respect to any other Collateral whenever payable; 
  
 (ii) in the case of any Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments, documents and
papers as the Administrative Agent may request to evidence the Secured Parties’ security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby; 
  

 25 








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

  
 Anything in this Section 7.1 (a) to the contrary notwithstanding, the
Administrative Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 7.1(a) unless an Event of Default shall have occurred and be continuing. 
  
 (b) After the occurrence and during the continuation of an
Event of Default, if any Grantor fails to perform or comply with any of its agreements contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or
compliance, with such agreement. 
  
 (c) The
reasonable out-of-pocket expenses of the Administrative Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at a rate per annum equal to the rate per annum at which interest would then
be payable on past due Revolving Credit Loans that are Base Rate Loans under the Credit 

  

 26 








 
Agreement, from the date of payment by the Administrative Agent to the applicable Grantor to the date reimbursed by the relevant Grantor, shall be payable by
such Grantor to the Administrative Agent on demand. 
  
 (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this
Agreement is terminated and the security interests created hereby are released. 
  
 7.2 Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New
York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. No Secured Party or any of its respective officers, directors, employees or agents shall be liable for
failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other
action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Secured Parties hereunder are solely to protect the Secured Parties’ interests in the Collateral and shall not impose any duty upon any Secured
Party to exercise any such powers. The Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be
responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct. 
  
 7.3 Filing of Financing Statements. Pursuant to any applicable law, each Grantor authorizes the Administrative Agent to file or record financing
statements and other filing or recording documents or instruments with respect to the Collateral without the signature of such Grantor in such form and in such offices as the Administrative Agent determines appropriate to perfect the security
interests of the Administrative Agent under this Agreement. Each Grantor authorizes the Administrative Agent to use the collateral description “all personal property” in any such financing statements. Each Grantor hereby ratifies and
authorizes the filing by the Administrative Agent of any financing statement with respect to the Collateral made prior to the date hereof. 
  
 7.4 Authority of Administrative Agent. Each Grantor acknowledges that the rights and responsibilities of the Administrative Agent under this
Agreement with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising
out of this Agreement shall, as between the Secured Parties, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Administrative Agent and the Grantors,
the Administrative Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry
respecting such authority. 
  

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 SECTION 8. MISCELLANEOUS 
  
 8.1 Amendments in Writing. None of the terms or provisions of this Agreement may be waived, amended, supplemented or
otherwise modified except in accordance with Section 11.1 of the Credit Agreement. 
  
 8.2 Notices. All notices, requests and demands to or upon the Administrative Agent or any Grantor hereunder shall be effected in the manner provided for in Section 11.2 of the Credit Agreement; provided,
that any such notice, request or demand to or upon any Guarantor shall be addressed to such Guarantor at its notice address set forth on Schedule 1 or such other address specified in writing to the Administrative Agent in accordance with
Section 11.2 of the Credit Agreement. 
  
 8.3 No Waiver by
Course of Conduct; Cumulative Remedies. No Secured Party shall by any act (except by a written instrument pursuant to Section 8.1), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have
acquiesced in any Default or Event of Default. No failure to exercise, nor any delay in exercising, on the part of any Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any
right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by any Secured Party of any right or remedy hereunder on any one occasion shall not be
construed as a bar to any right or remedy which such Secured Party would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights
or remedies provided by law. 
  
 8.4 Enforcement Expenses;
Indemnification. (a) Each Guarantor agrees to pay, or reimburse each Secured Party for, all its reasonable out-of-pocket costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise
enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees and expenses of
in-house counsel) to each Lender and of counsel to the Administrative Agent. 
  
 (b) Each Guarantor agrees to pay, and to save the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which
may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. 
  

(c) Each Guarantor agrees to pay, and to save the Secured Parties harmless from, any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be
required to do so pursuant to Section 11.5 of the Credit Agreement. 
  
 (d) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents. 
  

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 8.5 Successors and Assigns. This Agreement shall be binding upon the successors and assigns of
each Grantor and shall inure to the benefit of the Secured Parties and their successors and assigns; provided that no Grantor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written
consent of the Administrative Agent. 
  
 8.6 Set-Off. Each
Grantor hereby irrevocably authorizes each Secured Party at any time and from time to time, without notice to such Grantor or any other Grantor, any such notice being expressly waived by each Grantor (to the extent not prohibited by applicable law),
to set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute
or contingent, matured or unmatured, at any time held or owing by such Secured Party to or for the credit or the account of such Grantor, or any part thereof in such amounts as such Secured Party may elect, against and on account of the obligations
and liabilities of such Grantor to such Secured Party hereunder and claims of every nature and description of such Secured Party against such Grantor, in any currency, whether arising hereunder, under the Credit Agreement or any other Loan Document,
as such Secured Party may elect, whether or not any Secured Party has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. Each Secured Party shall notify such Grantor promptly of any such
set-off and the application made by such Secured Party of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Secured Party under this Section
are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Secured Party may have. 
  
 8.7 Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including
by telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. 
  
 8.8 Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction. 
  
 8.9 Section Headings. The
Section headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof. 
  
 8.10 Integration. This Agreement and the other Loan Documents represent the agreement of the Grantors and the Secured
Parties with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by any Grantor or Secured Party relative to the subject matter hereof and thereof not expressly set forth or
referred to herein or in the other Loan Documents. 
  

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 8.11 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
  
 8.12
Submission To Jurisdiction; Waivers. Each Grantor hereby irrevocably and unconditionally: 
  
 (a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which
it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the Courts of the State of New York, the courts of the United States of America for the Southern District of New York,
and appellate courts from any thereof; 
  
 (b)
consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an
inconvenient court and agrees not to plead or claim the same; 
  
 (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such
Grantor at its address referred to in Section 8.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; 
  
 (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the
right to sue in any other jurisdiction; and 
  
 (e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages. 
  
 8.13 Acknowledgements. Each Grantor hereby acknowledges that:

  
 (a) it has been advised by counsel in the
negotiation, execution and delivery of this Agreement and the other Loan Documents to which it is a party; 
  
 (b) no Secured Party has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this Agreement or any
of the other Loan Documents, and the relationship between the Grantors, on the one hand, and the Secured Parties, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and 
  
 (c) no joint venture is created hereby or by the other Loan
Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Grantors and the Secured Parties. 
  
 8.14 Additional Grantors. Each Subsidiary of the Borrower that is required to become a party to this Agreement pursuant to Section 7.10 of the
Credit Agreement shall become a Grantor for all purposes of this Agreement upon execution and delivery by such Subsidiary of an Assumption Agreement in the form of Annex 1 hereto. 
  

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 8.15 Releases. (a) At such time as the Loans, the Reimbursement Obligations and the other
Obligations (other than obligations under or in respect of Specified Hedge Agreements, contingent indemnification obligations and expense reimbursement obligations not yet due and payable) shall have been paid in full in cash, the Commitments have
been terminated and no Letters of Credit shall be outstanding, the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the
Administrative Agent, each Guarantor and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. At the request and sole
expense of any Grantor following any such termination, the Administrative Agent shall promptly deliver to such Grantor any Collateral held by the Administrative Agent hereunder, and promptly execute and deliver to such Grantor such documents as such
Grantor shall reasonably request to evidence such termination. 
  
 (b) If any of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the Credit Agreement, then the Administrative Agent, at the request and sole expense of
such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably necessary or desirable for the release of the Liens created hereby on such Collateral. At the request and sole expense of the Borrower, a Subsidiary
Guarantor shall be released from this Agreement and its obligations hereunder in the event that all the Capital Stock of such Subsidiary Guarantor shall be sold, transferred or otherwise disposed of in a transaction permitted by the Credit
Agreement; provided, that the Borrower shall have delivered to the Administrative Agent, at least ten Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Guarantor and the
terms of the sale or other disposition in reasonable detail, including the price thereof, together with a certification by the Borrower stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.

  
 8.16 WAIVER OF JURY TRIAL. EACH GRANTOR AND,
BY ACCEPTANCE OF THE BENEFITS HEREOF, EACH AGENT AND EACH LENDER, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM
THEREIN. 
  
 8.17 Judgment Currency. (a) If for the
purpose of obtaining judgment in any court it is necessary to convert a sum due hereunder in one currency into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be
that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency in the city in which it normally conducts its foreign exchanges operation for the first currency on the
Business Day preceding the day on which final judgment is given. 
  
 (b) The obligation of each Grantor in respect of any sum due from it to any Lender hereunder shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such
sum is denominated in accordance with the applicable provisions of this Agreement and the Credit Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by such Lender of any
sum adjudged to be so 

  

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due in the Judgment Currency such Lender may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency; if the
amount of Agreement Currency so purchased is less than the sum originally due to such Lender in the Agreement Currency, such Grantor agrees notwithstanding any such judgment to indemnify such Lender against such loss, and if the amount of the
Agreement Currency so purchased exceeds the sum originally due to any Lender, such Lender agrees to remit to such Grantor such excess. 
  
 [signature pages follow] 
  

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

			
	INNOPHOS, INC.
		
	By:	 	 /s/ Mark Feuerbach

	 Title:
	 	 Chief Financial Officer

	
	INNOPHOS HOLDINGS, INC.
		
	By:	 	 /s/ Mark Feuerbach

	 Title:
	 	 Chief Financial Officer

	
	INNOPHOS MEXICO HOLDINGS, LLC
		
	By:	 	 /s/ Mark Feuerbach

	 Title:
	 	 Chief Financial Officer



  

			
	Accepted and Acknowledged
		
	BY:	 	BEAR STEARNS CORPORATE LENDING INC. as Administrative Agent
		
	By:	 	 /s/ Richard Bram Smith

	 Name:
	 	 Richard Bram Smith

	 Title:
	 	 Vice President