Common use of Governing Law; Jurisdiction; Venue; Waiver of Jury Trial Clause in Contracts

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. Consent to Service of Process 21 Section 6.10 Headings 21 Section 6.11 Security Interest Absolute 21 Section 6.12 Termination or Release 21 Section 6.13 Additional Grantors 22 Section 6.14 Collateral Agent Appointed Attornev-in-Fact 22 Section 6.15 General Authority of the Collateral Agent 23 Section 6.16 Reasonable Care 23 Section 6.17 Reinstatement 23 Section 6.18 Miscellaneous 24 Section 6.19 Conflicts; Intercreditor Agreement 24 Section 6.20 Post-Closing Collateral 24 Section 6.21 Non-US Grantors 24 Schedule I – Subsidiary Parties Schedule II – Pledged Equity and Pledged Debt Schedule III – Commercial Tort Claims Exhibits Exhibit I Form of Security Agreement Supplement Exhibit II Form of Perfection Certificate Exhibit III Form of Patent Security Agreement Exhibit IV Form of Trademark Security Agreement Exhibit V Form of Copyright Security Agreement U.S. SECOND LIEN NOTES SECURITY AGREEMENT dated as of September 29, 2010, by and among the Grantors (as defined below) and Wilmington Trust FSB, as Collateral Agent for the Secured Parties (in such capacity, the “Collateral Agent”). Reference is made to that certain Indenture, dated as of September 29, 2010 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), by and among PINAFORE, LLC, a Delaware limited liability company, PINAFORE, INC., a Delaware corporation (collectively, the “Issuers”), PINAFORE HOLDINGS B.V. (“Holdings”), the other Note Guarantors from time to time party thereto and Wilmington Trust FSB, a federal savings bank, as trustee (in such capacity, the “Trustee”) and as Collateral Agent, pursuant to which the Issuers have issued $1,150,000,000 aggregate principal amount of 9% Senior Secured Second Lien Notes due 2018 (together with the Exchange Securities and any Additional Securities issued under the Indenture, the “Securities”). Pursuant to the terms of the Indenture, Holdings and certain of its Subsidiaries who are parties hereto have guaranteed the payment and performance of the Secured Obligations. Now, therefore, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and with the intent to be legally bound hereby, the parties hereto hereby agree as follows:

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. Consent to Service of Process 21 22 Section 6.10 5.09. Headings 21 22 Section 6.11 5.10. Security Interest Absolute 21 22 Section 6.12 5.11. Intercreditor Agreement Governs 23 Section 5.12. Termination or Release 21 23 Section 6.13 5.13. Additional Grantors 22 24 Section 6.14 Collateral 5.14. Administrative Agent Appointed AttornevAttorney-in-Fact 22 25 Section 6.15 5.15. General Authority of the Collateral Administrative Agent 23 26 Section 6.16 5.16. Reasonable Care 23 26 Section 6.17 5.17. Mortgages 26 Section 5.18. Reinstatement 23 26 Section 6.18 5.19. Miscellaneous 24 Section 6.19 Conflicts; Intercreditor Agreement 24 Section 6.20 Post-Closing Collateral 24 Section 6.21 Non-US Grantors 24 26 SCHEDULES Schedule I – Subsidiary Parties Schedule II – Pledged Equity and Equity; Pledged Debt Schedule III – Commercial Tort Claims Exhibits EXHIBITS Exhibit I Form of Security Agreement Supplement Exhibit II Form of Perfection Certificate Patent Security Agreement Exhibit III Form of Patent Trademark Security Agreement Exhibit IV Form of Trademark Security Agreement Exhibit V Form of Copyright Security Agreement U.S. SECOND LIEN NOTES PLEDGE AND SECURITY AGREEMENT dated as of September 29[·], 20102016 among CF INDUSTRIES HOLDINGS, by and among INC., a Delaware corporation (“Holdings”), CF INDUSTRIES, INC., a Delaware corporation (the Grantors (as defined below“Lead Borrower”) and Wilmington Trust FSBeach other entity identified as a “Grantor” on the signature pages hereof or who from time to time become a party hereto (together with Holdings and the Lead Borrower, the “Grantors” and each a “Grantor”) and XXXXXX XXXXXXX SENIOR FUNDING, INC., as Collateral Agent administrative agent for the Secured Parties (together with its successors and assigns in such capacity, the “Collateral Administrative Agent”). Reference is made to that certain Indenture, the Third Amended and Restated Revolving Credit Agreement dated as of September 2918, 2010 2015 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “IndentureCredit Agreement”; except as provided in Article 1.01(a) below, capitalized terms used in this Agreement but not defined in this Agreement having the respective meanings given to them in the Credit Agreement), by and among PINAFORE, LLC, a Delaware limited liability company, PINAFORE, INC., a Delaware corporation (collectivelyHoldings, the “Issuers”), PINAFORE HOLDINGS B.V. (“Holdings”)Lead Borrower, the other Note Guarantors Designated Borrowers from time to time party thereto, the lenders from time to time party thereto and Wilmington Trust FSB, a federal savings bank, as trustee (in such capacitycollectively, the “TrusteeLenders” and each, a “Lender”) ), the Issuing Banks party thereto and as Collateral the Administrative Agent. The Lenders have agreed to extend credit to the Borrowers subject to the terms and conditions set forth in the Credit Agreement, pursuant the Hedge Banks have agreed to which perform certain obligations under one or more Secured Swap Agreements and the Issuers have issued $1,150,000,000 aggregate principal amount of 9% Senior Secured Second Lien Notes due 2018 Bilateral LC Providers (together with the Exchange Securities and any Additional Securities issued under the IndentureHedge Banks, the “SecuritiesSpecified Secured Parties”) have agreed to provide one or more Secured Bilateral LC Facilities (together with the Secured Swap Agreements, the “Other Arrangements”). Pursuant The obligations of (i) the Lenders to extend such credit, (ii) the terms Hedge Banks to perform such obligations under the Secured Swap Agreements and (iii) the Bilateral LC Providers to provide the Secured Bilateral LC Facilities are conditioned upon, among other things, the execution and delivery of this Agreement. The Grantors (other than the Lead Borrower) are affiliates of the IndentureLead Borrower, Holdings will derive substantial benefits from such extension of credit by the Lenders, such performance of such obligations by the Hedge Banks and certain of its Subsidiaries who are parties hereto have guaranteed the payment and performance such provision of the Secured ObligationsBilateral Facilities and are willing to execute and deliver this Agreement in order to induce (i) the Lenders to extend such credit, (ii) the Hedge Banks to enter into such Secured Swap Agreements and to execute the documentation relating thereto and (iii) the Bilateral LC Providers to provide the Secured Bilateral LC Facilities. Now, therefore, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and with the intent to be legally bound herebyAccordingly, the parties hereto hereby agree as follows:

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. Consent to Service of Process 21 Section 6.10 5.09. Headings 21 22 Section 6.11 5.10. Security Interest Absolute 21 22 Section 6.12 5.11. Intercreditor Agreement Governs 22 Section 5.12. Termination or Release 21 23 Section 6.13 5.13. Additional Grantors 22 23 Section 6.14 5.14. Collateral Agent Appointed AttornevAttorney-in-Fact 22 24 Section 6.15 5.15. General Authority of the Collateral Agent 23 25 Section 6.16 5.16. Reasonable Care 23 25 Section 6.17 5.17. Mortgages 25 Section 5.18. Reinstatement 23 25 Section 6.18 5.19. Miscellaneous 24 Section 6.19 Conflicts; Intercreditor Agreement 24 Section 6.20 Post-Closing Collateral 24 Section 6.21 Non-US Grantors 24 26 SCHEDULES Schedule I – Subsidiary Parties Schedule II – Pledged Equity and Equity; Pledged Debt Schedule III – Commercial Tort Claims Exhibits EXHIBITS Exhibit I Form of Security Agreement Supplement Exhibit II Form of Perfection Certificate Patent Security Agreement Exhibit III Form of Patent Trademark Security Agreement Exhibit IV Form of Trademark Security Agreement Exhibit V Form of Copyright Security Agreement U.S. SECOND LIEN NOTES PLEDGE AND SECURITY AGREEMENT dated as of September 29November 21, 20102016 among CF INDUSTRIES HOLDINGS, by and among INC., a Delaware corporation (“Holdings”), CF INDUSTRIES, INC., a Delaware corporation (the Grantors (as defined below“Issuer”) and Wilmington Trust FSBeach other entity identified as a “Grantor” on the signature pages hereof or who from time to time become a party hereto (together with Holdings and the Issuer, the “Grantors” and each a “Grantor”) and XXXXX FARGO BANK, NATIONAL ASSOCIATION (“Xxxxx Fargo”), as Collateral Agent collateral agent for the Secured Parties (together with its successors and assigns in such capacity, the “Collateral Agent”). Reference is made to that certain Indenture, the Indenture dated as of September 29November 21, 2010 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Indenture”; except as provided in Article 1.01(a) below, capitalized terms used in this Agreement but not defined in this Agreement having the respective meanings given to them in the Indenture), by among the Issuer, Holdings and among PINAFORE, LLC, a Delaware limited liability company, PINAFORE, INC., a Delaware corporation (collectively, the “Issuers”), PINAFORE HOLDINGS B.V. (“Holdings”), the other Note Guarantors from time to time party thereto and Wilmington Trust FSB, a federal savings bankXxxxx Fargo, as trustee (in such capacity, the “Trustee”) and as the Collateral Agent, pursuant to which in connection with the Issuers have issued $1,150,000,000 aggregate principal amount of 9Issuer’s 3.400% Senior Secured Second Lien Notes due 2018 (together with 2021. The Issuer desires to issue the Exchange Securities and any Additional Securities issued Notes under the Indenture, . The Grantors (other than the “Securities”). Pursuant to the terms Issuer) are affiliates of the IndentureIssuer, Holdings and certain of its Subsidiaries who are parties hereto have guaranteed will derive substantial benefits from the payment and performance issuance of the Secured Obligations. Now, therefore, Notes by the Issuer and are willing to execute and deliver this Agreement in consideration order to facilitate the issuance of the premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and with the intent to be legally bound herebyNotes. Accordingly, the parties hereto hereby agree as follows:

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. Consent to Service of Process 21 27 Section 6.10 6.10. Headings 21 28 Section 6.11 6.11. Security Interest Absolute 21 28 Section 6.12 6.12. Termination or Release 21 28 Section 6.13 6.13. Additional Grantors 22 29 Section 6.14 Collateral 6.14. Administrative Agent Appointed AttornevAttorney-in-Fact 22 fact 29 Section 6.15 6.15. General Authority of the Collateral Administrative Agent 23 31 Section 6.16 6.16. Reasonable Care 23 Care; Limitation of Duties 31 Section 6.17 Reinstatement 23 Section 6.18 Miscellaneous 24 Section 6.19 Conflicts6.17. Subordination, Etc 31 ANNEX A List of Subsidiaries that are Grantors Schedules SCHEDULE I Pledged Equity; Intercreditor Agreement 24 Section 6.20 Post-Closing Collateral 24 Section 6.21 Non-US Grantors 24 Schedule I – Subsidiary Parties Schedule II – Pledged Equity and Pledged Debt Schedule III – SCHEDULE II Commercial Tort Claims Exhibits Exhibit EXHIBIT I Form of Security Agreement Supplement Exhibit EXHIBIT II Form of Perfection Certificate Exhibit EXHIBIT III Form of Patent Security Agreement Exhibit EXHIBIT IV Form of Trademark Security Agreement Exhibit EXHIBIT V Form of Copyright Security Agreement U.S. SECOND LIEN NOTES PLEDGE AND SECURITY AGREEMENT dated as of September 29July 13, 20102011, by among PITTSBURGH HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), PITTSBURGH ACQUISITION, INC., a Delaware corporation (“Merger Sub”) (which on the Closing Date shall be merged with and among into PRIMEDIA INC. (the Grantors “Company”), with the Company surviving such merger as the borrower (as defined below) the “Borrower”)), each of the Subsidiaries of the Borrower from time to time party hereto and Wilmington Trust FSBBANK OF AMERICA, N.A., as Collateral Administrative Agent (the “Administrative Agent”) for the Secured Parties (in such capacity, the “Collateral Agent”as defined below). Reference is made to that certain Indenture, the Credit Agreement dated as of September 29July 13, 2010 2011 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “IndentureCredit Agreement”), by and among PINAFORE, LLC, a Delaware limited liability company, PINAFORE, INC., a Delaware corporation (collectivelyMerger Sub, the “Issuers”)Borrower, PINAFORE HOLDINGS B.V. (“Holdings”), the Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and each other Note Guarantors lender from time to time party thereto and Wilmington Trust FSB, a federal savings bank, as trustee (in such capacitycollectively, the “TrusteeLenders” and individually, a “Lender”) ). The Lenders have agreed to extend credit to the Borrower subject to the terms and as Collateral Agentconditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, pursuant among other things, the execution and delivery of this Agreement. Holdings and each of the Subsidiaries of the Borrower from time to which the Issuers have issued $1,150,000,000 aggregate principal amount of 9% Senior Secured Second Lien Notes due 2018 time party hereto (together with the Exchange Securities and any Additional Securities issued under the IndentureHoldings, the “SecuritiesGuarantors”). Pursuant ) are affiliates of the Borrower, will derive substantial benefits from the extension of credit to the terms of Borrower pursuant to the Indenture, Holdings Credit Agreement and certain of its Subsidiaries who are parties hereto have guaranteed willing to execute and deliver this Agreement in order to induce the payment and performance of the Secured ObligationsLenders to extend such credit. Now, therefore, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and with the intent to be legally bound herebyAccordingly, the parties hereto hereby agree as follows:

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. Consent to Service of Process 21 19 Section 6.09 Headings 19 Section 6.10 Headings 21 Section 6.11 Security Interest Absolute 21 19 Section 6.12 6.11 Termination or Release 21 19 Section 6.12 Additional Grantors 20 Section 6.13 Additional Grantors 22 Section 6.14 Collateral Agent Appointed AttornevAttorney-in-Fact 22 20 Section 6.15 6.14 General Authority of the Collateral Agent 23 21 Section 6.15 Reasonable Care 21 Section 6.16 Reasonable Care 23 Delegation; Limitation 21 Section 6.17 Reinstatement 23 22 Section 6.18 Miscellaneous 24 22 Section 6.19 Conflicts; Intercreditor Agreement 24 Section 6.20 Post-Closing Collateral 24 Section 6.21 Non-US Grantors 24 Matters 22 Schedules Schedule I – Subsidiary Parties Schedule II – Pledged Equity and Pledged Debt Schedule III – Commercial Tort Claims Schedule IV Intellectual Property Exhibits Exhibit I Form of Security Agreement Supplement Exhibit II Form of Perfection Certificate Exhibit III II Form of Patent Security Agreement Exhibit IV III Form of Trademark Security Agreement Exhibit V IV Form of Copyright Security Agreement U.S. SECOND LIEN NOTES SECURITY AGREEMENT SECURITY AGREEMENT dated as of September April 29, 20102016, by and among the Grantors (as defined below) and Wilmington Trust FSBBarclays Bank PLC, as Collateral Agent for the Secured Parties (in such capacity, the “Collateral Agent”). Reference is made to that certain IndentureCredit Agreement, dated as of September 29, 2010 the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, the “IndentureCredit Agreement”), by and among PINAFOREMKS Instruments, LLC, a Delaware limited liability company, PINAFORE, INC.Inc., a Delaware corporation (collectively, the “Issuers”), PINAFORE HOLDINGS B.V. (“HoldingsBorrower”), the other Note Guarantors from time to time party thereto and Wilmington Trust FSBthereto, a federal savings bankBarclays Bank PLC, as trustee Administrative Agent and Collateral Agent and each lender from time to time party thereto (in such capacitycollectively, the “Trustee”) Lenders” and as Collateral Agentindividually, pursuant to which the Issuers have issued $1,150,000,000 aggregate principal amount of 9% Senior Secured Second Lien Notes due 2018 (together with the Exchange Securities and any Additional Securities issued under the Indenture, the a “SecuritiesLender”). Pursuant The Lenders have agreed to extend credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement. The obligations of the IndentureLenders to extend such credit are conditioned upon, Holdings among other things, the execution and certain delivery of its Subsidiaries who this Agreement. The Guarantors are parties hereto have guaranteed the payment and performance affiliates of the Secured ObligationsBorrower, will derive substantial direct and indirect benefits from the extension of credit to the Borrower pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Now, therefore, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and with the intent to be legally bound hereby, the parties hereto hereby agree as follows:

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. Consent to Service of Process 21 18 Section 6.10 6.09. Headings 21 18 Section 6.11 6.10. Security Interest Absolute 21 18 Section 6.12 6.11. Termination or Release 21 19 Section 6.13 6.12. Additional Grantors 22 20 Section 6.14 6.13. Collateral Agent Appointed AttornevAttorney-in-Fact 22 20 Section 6.15 6.14. General Authority of the Collateral Agent 23 20 Section 6.16 6.15. Reasonable Care 23 21 Section 6.17 6.16. Delegation; Limitation 21 Section 6.17. Reinstatement 23 21 Section 6.18 6.18. Affected Pledged Equity 21 Section 6.19. Miscellaneous 24 Section 6.19 Conflicts; Intercreditor Agreement 24 Section 6.20 Post-Closing Collateral 24 Section 6.21 Non-US Grantors 24 22 Schedules Schedule I – Subsidiary Parties Schedule II – Pledged Equity and Pledged Debt Schedule III – Commercial Tort Claims Exhibits Exhibit I Form of Security Agreement Supplement Exhibit II Form of Perfection Certificate Patent Security Agreement Exhibit III Form of Patent Trademark Security Agreement Exhibit IV Form of Trademark Security Agreement Exhibit V Form of Copyright Security Agreement U.S. SECOND LIEN NOTES SECURITY AGREEMENT dated as of September 29April 8, 20102019, by and among the Grantors (as defined below) and Wilmington Trust FSBCITIBANK, N.A., as Collateral Agent for the Secured Parties (in such capacity, together with its successors and assigns, the “Collateral Agent”). Reference is made to that certain Indenture, the Credit Agreement dated as of September 29April 8, 2010 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “IndentureCredit Agreement”), by and among PINAFORE, TradeWeb Markets LLC, a Delaware limited liability company, PINAFORE, INC., a Delaware corporation company (collectively, the “Issuers”), PINAFORE HOLDINGS B.V. (“HoldingsBorrower”), the other Note Guarantors party thereto from time to time, Citibank, N.A., as Administrative Agent, Collateral Agent, Issuing Bank and Swing Line Lender and each lender from time to time party thereto thereto. The Lenders have agreed to extend credit to the Borrower in the form of Revolving Loans and Wilmington Trust FSB, a federal savings bank, as trustee (in such capacity, the “Trustee”) and as Collateral Agent, pursuant to which the Issuers have issued $1,150,000,000 aggregate principal amount Issuing Lenders issue Letters of 9% Senior Secured Second Lien Notes due 2018 (together with the Exchange Securities and any Additional Securities issued under the Indenture, the “Securities”). Pursuant Credit subject to the terms and conditions set forth in the Credit Agreement. The obligations of the IndentureLenders to extend such credit and the Issuing Banks to issue Letters of Credit are conditioned upon, Holdings among other things, the execution and certain delivery of its Subsidiaries who this Agreement. The Subsidiary Parties are parties hereto have guaranteed the payment and performance Affiliates of the Secured Obligations. NowBorrower, therefore, in consideration will derive substantial benefits from the extension of credit and issuance of Letters of Credit to the premisesBorrower pursuant to the Credit Agreement, and for other good are willing to execute and valuable consideration, deliver this Agreement in order to induce the receipt Lenders to extend such credit and sufficiency the Issuing Banks to issue such Letters of which are hereby acknowledged, and with the intent to be legally bound herebyCredit. Accordingly, the parties hereto hereby agree as follows:

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. Consent to To Service of Of Process 21 Section 6.10 33 SECTION 6.10. Headings 21 Section 6.11 33 SECTION 6.11. Security Interest Absolute 21 Section 6.12 34 SECTION 6.12. Termination or Or Release 21 Section 6.13 34 SECTION 6.13. Additional Grantors 22 Section 6.14 Collateral 36 SECTION 6.14. Administrative Agent Appointed AttornevAttorney-in-Fact 22 Section 6.15 fact 36 SECTION 6.15. General Authority Of The Administrative Agent 37 SECTION 6.16. Reasonable Care; Limitation of the Collateral Duties 37 SECTION 6.17. Delegation Of Duties 38 SECTION 6.18. Liability Of Agent-Related Persons 38 SECTION 6.19. Reliance By The Administrative Agent 23 Section 6.16 Reasonable Care 23 Section 6.17 Reinstatement 23 Section 6.18 Miscellaneous 24 Section 6.19 Conflicts38 SECTION 6.20. Notice Of Default 39 SECTION 6.21. Credit Decision; Intercreditor Agreement 24 Section 6.20 PostDisclosure Of Information By Agent-Closing Collateral 24 Section 6.21 Non-US Related Persons 39 SECTION 6.22. Agents In Their Individual Capacities 40 SECTION 6.23. Successor Administrative Agent 40 SECTION 6.24. Appointment Of Supplemental Administrative Agents 41 ANNEX A List of Other Parent Borrower Subsidiaries that are Grantors 24 Schedule Schedules SCHEDULE I – Subsidiary Parties Schedule II – Pledged Equity and Equity; Pledged Debt Schedule III – SCHEDULE II Commercial Tort Claims Exhibits Exhibit EXHIBIT I Form of Security Agreement Supplement Exhibit EXHIBIT II Form of Perfection Certificate Exhibit EXHIBIT III Form of Patent Security Agreement Exhibit EXHIBIT IV Form of Trademark Security Agreement Exhibit EXHIBIT V Form of Copyright Security Agreement U.S. SECOND LIEN NOTES PLEDGE AND SECURITY AGREEMENT dated as of September 29February 25, 20102008 among AXCAN MIDCO INC., by a Delaware corporation (“Holdings”), AXCAN INTERMEDIATE HOLDINGS INC., a Delaware corporation (the “Parent Borrower”), AXCAN US PARTNERSHIP 1 LP, a Delaware limited partnership (the “Co-Borrower”, together with the Parent Borrower, the “Borrowers”), certain other Subsidiaries of the Parent Borrower from time to time party hereto and among the Grantors (as defined below) and Wilmington Trust FSBBANK OF AMERICA, N.A., as Collateral Agent administrative agent for the Secured Parties (in such capacity, the “Collateral Agent”as defined below). Reference is made to that certain Indenture, (i) the Credit Agreement dated as of September 29February 25, 2010 2008 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “IndentureCredit Agreement”), by among the Borrowers, Holdings, Bank of America, N.A., as Administrative Agent, Swing Line Lender and among PINAFOREL/C Issuer, LLC, a Delaware limited liability company, PINAFORE, INC., a Delaware corporation (collectively, the “Issuers”), PINAFORE HOLDINGS B.V. (“Holdings”), the other Note Guarantors and each lender from time to time party thereto and Wilmington Trust FSB, a federal savings bank, as trustee (in such capacitycollectively, the “TrusteeLenders” and individually, a “Lender”) and as Collateral Agent, pursuant to which (ii) the Issuers have issued $1,150,000,000 aggregate principal amount of 9% Senior Secured Second Lien Notes due 2018 (together with Indenture. The Lenders have agreed to extend credit to the Exchange Securities and any Additional Securities issued under the Indenture, the “Securities”). Pursuant Borrowers subject to the terms and conditions set forth in the Credit Agreement and the purchasers of the Senior Secured Notes have agreed to purchase such notes from the Parent Borrower subject to the terms and conditions set forth in the Senior Secured Notes Indenture. The obligations of the Lenders to extend such credit, and the obligations of the purchasers to purchase such notes, are conditioned upon, among other things, the execution and delivery of this Agreement. Each of Holdings and certain of its Subsidiaries who are parties each Subsidiary party hereto have guaranteed the payment and performance is an affiliate of the Borrowers and will derive substantial benefits from the extension of credit and the provision of debt financing to the Borrowers pursuant to the Credit Agreement and the Senior Secured ObligationsNotes Indenture and is willing to execute and deliver this Agreement in order to induce the Lenders and the purchasers to extend such credit and provide such debt financing. Now, therefore, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and with the intent to be legally bound herebyAccordingly, the parties hereto hereby agree as follows:

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. Consent to Service of Process 21 22 Section 6.10 5.09. Headings 21 23 Section 6.11 5.10. Security Interest Absolute 21 23 Section 6.12 5.11. Intercreditor Agreement Governs 23 Section 5.12. Termination or Release 21 24 Section 6.13 5.13. Additional Grantors 22 25 Section 6.14 Collateral 5.14. Administrative Agent Appointed AttornevAttorney-in-Fact 22 25 Section 6.15 5.15. General Authority of the Collateral Administrative Agent 23 26 Section 6.16 5.16. Reasonable Care 23 26 Section 6.17 5.17. Mortgages 26 Section 5.18. Reinstatement 23 27 Section 6.18 5.19. Miscellaneous 24 Section 6.19 Conflicts; Intercreditor Agreement 24 Section 6.20 Post-Closing Collateral 24 Section 6.21 Non-US Grantors 24 27 SCHEDULES Schedule I – Subsidiary Parties Schedule II – Pledged Equity and Equity; Pledged Debt Schedule III – Commercial Tort Claims Exhibits EXHIBITS Exhibit I Form of Security Agreement Supplement Exhibit II Form of Perfection Certificate Patent Security Agreement Exhibit III Form of Patent Trademark Security Agreement Exhibit IV Form of Trademark Security Agreement Exhibit V Form of Copyright Security Agreement U.S. SECOND LIEN NOTES PLEDGE AND SECURITY AGREEMENT dated as of September 29November 21, 20102016 among CF INDUSTRIES HOLDINGS, by and among INC., a Delaware corporation (“Holdings”), CF INDUSTRIES, INC., a Delaware corporation (the Grantors (as defined below“Lead Borrower”) and Wilmington Trust FSBeach other entity identified as a “Grantor” on the signature pages hereof or who from time to time become a party hereto (together with Holdings and the Lead Borrower, the “Grantors” and each a “Grantor”) and XXXXXX XXXXXXX SENIOR FUNDING, INC., as Collateral Agent administrative agent for the Secured Parties (together with its successors and assigns in such capacity, the “Collateral Administrative Agent”). Reference is made to that certain Indenture, the Third Amended and Restated Revolving Credit Agreement dated as of September 2918, 2010 2015 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “IndentureCredit Agreement”; except as provided in Article 1.01(a) below, capitalized terms used in this Agreement but not defined in this Agreement having the respective meanings given to them in the Credit Agreement), by and among PINAFORE, LLC, a Delaware limited liability company, PINAFORE, INC., a Delaware corporation (collectivelyHoldings, the “Issuers”), PINAFORE HOLDINGS B.V. (“Holdings”)Lead Borrower, the other Note Guarantors Designated Borrowers from time to time party thereto, the lenders from time to time party thereto and Wilmington Trust FSB, a federal savings bank, as trustee (in such capacitycollectively, the “TrusteeLenders” and each, a “Lender”) ), the Issuing Banks party thereto and as Collateral the Administrative Agent. The Lenders have agreed to extend credit to the Borrowers subject to the terms and conditions set forth in the Credit Agreement, pursuant the Hedge Banks have agreed to which perform certain obligations under one or more Secured Swap Agreements and the Issuers have issued $1,150,000,000 aggregate principal amount of 9% Senior Secured Second Lien Notes due 2018 Bilateral LC Providers (together with the Exchange Securities and any Additional Securities issued under the IndentureHedge Banks, the “SecuritiesSpecified Secured Parties”) have agreed to provide one or more Secured Bilateral LC Facilities (together with the Secured Swap Agreements, the “Other Arrangements”). Pursuant The obligations of (i) the Lenders to extend such credit, (ii) the terms Hedge Banks to perform such obligations under the Secured Swap Agreements and (iii) the Bilateral LC Providers to provide the Secured Bilateral LC Facilities are conditioned upon, among other things, the execution and delivery of this Agreement. The Grantors (other than the Lead Borrower) are affiliates of the IndentureLead Borrower, Holdings will derive substantial benefits from such extension of credit by the Lenders, such performance of such obligations by the Hedge Banks and certain of its Subsidiaries who are parties hereto have guaranteed the payment and performance such provision of the Secured ObligationsBilateral Facilities and are willing to execute and deliver this Agreement in order to induce (i) the Lenders to extend such credit, (ii) the Hedge Banks to enter into such Secured Swap Agreements and to execute the documentation relating thereto and (iii) the Bilateral LC Providers to provide the Secured Bilateral LC Facilities. Now, therefore, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and with the intent to be legally bound herebyAccordingly, the parties hereto hereby agree as follows:

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. Consent to Service of Process 21 9 Section 6.10 4.09. Headings 21 10 Section 6.11 Security Interest 4.10. Guaranty Absolute 21 10 Section 6.12 4.11. Termination or Release 21 10 Section 6.13 4.12. Additional Grantors 22 Guarantors 11 Section 6.14 Collateral Agent Appointed Attornev-in-Fact 22 4.13. Limitation on Guaranteed Obligations 11 Section 6.15 General Authority of the Collateral Agent 23 Section 6.16 Reasonable Care 23 Section 6.17 Reinstatement 23 Section 6.18 Miscellaneous 24 Section 6.19 Conflicts; Intercreditor Agreement 24 Section 6.20 Post-Closing Collateral 24 Section 6.21 Non-US Grantors 24 Schedule 4.14. Keepwell 12 ANNEX A OTHER GUARANTORS EXHIBIT I – Subsidiary Parties Schedule II – Pledged Equity and Pledged Debt Schedule III – Commercial Tort Claims Exhibits Exhibit I Form of Security Agreement Supplement Exhibit II Form of Perfection Certificate Exhibit III Form of Patent Security Agreement Exhibit IV Form of Trademark Security Agreement Exhibit V Form of Copyright Security Agreement U.S. SECOND LIEN NOTES SECURITY AGREEMENT GUARANTY SUPPLEMENT GUARANTY dated as of September 29October 4, 20102013, by among APTALIS MIDHOLDINGS INC., a Delaware corporation (“Holdings”), APTALIS PHARMA INC., a Delaware corporation (the “Parent Borrower”), APTALIS PHARMA CANADA INC., a Canadian corporation (the “Co-Borrower” and, together with the Parent Borrower, the “Borrowers,” and, each a “Borrower”), certain other Subsidiaries of the Parent Borrower from time to time party hereto and among the Grantors BANK OF AMERICA, N.A., as Administrative Agent (as defined below) and Wilmington Trust FSB, as Collateral Agent for the Secured Parties (in such capacity, the “Collateral Agent”). Reference is made to that certain Indenture, the Credit Agreement dated as of September 29October 4, 2010 2013 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “IndentureCredit Agreement”), by and among PINAFORE, LLC, a Delaware limited liability company, PINAFORE, INC., a Delaware corporation (collectivelythe Parent Borrower, the “Issuers”)Co-Borrower, PINAFORE HOLDINGS B.V. (“Holdings”), the other Note Guarantors Bank of America, N.A., as Administrative Agent, Swing Line Lender, and L/C Issuer, and each lender from time to time party thereto and Wilmington Trust FSB, a federal savings bank, as trustee (in such capacitycollectively, the “Trustee”) Lenders” and as Collateral Agentindividually, pursuant to which the Issuers have issued $1,150,000,000 aggregate principal amount of 9% Senior Secured Second Lien Notes due 2018 (together with the Exchange Securities and any Additional Securities issued under the Indenture, the a “SecuritiesLender”). Pursuant The Lenders have agreed to extend credit to the Borrowers subject to the terms and conditions set forth in the Credit Agreement. The obligations of the IndentureLenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Holdings and certain of its Subsidiaries who the Subsidiary Guarantors party hereto are parties hereto have guaranteed the payment and performance affiliates of the Secured Obligations. Now, therefore, in consideration Borrowers and the Borrowers are affiliates of the premiseseach other, and for Holdings and the other good Guarantors will derive substantial direct and valuable consideration, indirect benefits from the receipt extension of credit to the Borrowers pursuant to the Credit Agreement and sufficiency of which are hereby acknowledged, willing to execute and with deliver this Agreement in order to induce the intent Lenders to be legally bound herebyextend such credit. Accordingly, the parties hereto make the following representations and warranties to the Administrative Agent for the benefit of the Secured Parties and hereby covenant and agree as follows:

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. Consent to Service of Process 21 Section 6.10 5.09. Headings 21 24 Section 6.11 5.10. Security Interest Absolute 21 24 Section 6.12 5.11. Intercreditor Agreement Governs 25 Section 5.12. Termination or Release 21 25 Section 6.13 5.13. Additional Grantors 22 26 Section 6.14 Collateral 5.14. Administrative Agent Appointed AttornevAttorney-in-Fact 22 26 Section 6.15 5.15. General Authority of the Collateral Administrative Agent 23 27 Section 6.16 5.16. Reasonable Care 23 28 Section 6.17 5.17. Mortgages 28 Section 5.18. Reinstatement 23 28 Section 6.18 5.19. Miscellaneous 24 28 Section 6.19 Conflicts; Intercreditor Agreement 24 5.20. Amendment and Restatement 28 Section 6.20 Post-Closing Collateral 24 Section 6.21 Non-US Grantors 24 5.21. Acknowledgement Regarding Supported QFCs 28 SCHEDULES Schedule I – Subsidiary Parties Schedule II – Pledged Equity and Equity; Pledged Debt Schedule III – Commercial Tort Claims Exhibits EXHIBITS Exhibit I Form of Security Agreement Supplement Exhibit II Form of Perfection Certificate Patent Security Agreement Exhibit III Form of Patent Trademark Security Agreement Exhibit IV Form of Trademark Security Agreement Exhibit V Form of Copyright Security Agreement U.S. SECOND LIEN NOTES AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT dated as of September 29December 5, 20102019 among CF INDUSTRIES HOLDINGS, by and among INC., a Delaware corporation (“Holdings”), CF INDUSTRIES, INC., a Delaware corporation (the Grantors (as defined below“Lead Borrower”) and Wilmington Trust FSBeach other entity identified as a “Grantor” on the signature pages hereof or who from time to time become a party hereto (together with Holdings and the Lead Borrower, the “Grantors” and each a “Grantor”) and CITIBANK, N.A., as Collateral Agent administrative agent for the Secured Parties (together with its successors and assigns in such capacity, the “Collateral Administrative Agent”). Reference is made to that certain Indenture(i) the Third Amended and Restated Credit Agreement, dated as of September 18, 2015 (as amended as of December 20, 2015, July 29, 2010 2016, October 31, 2016, March 19, 2018 and November 2, 2018 and as further amended, restated, amended and restated, supplemented or otherwise modified to but not including the Fourth Restatement Effective Date, the “Existing Credit Agreement”), among Holdings, the Lead Borrower, the lenders party thereto, the issuing banks party thereto and Xxxxxx Xxxxxxx Senior Funding, Inc., as administrative agent (in such capacity, the “Existing Administrative Agent”) and (ii) the Security and Pledge Agreement dated as of November 21, 2016 (the “Existing Security Agreement”), among Holdings, the Lead Borrower, the other grantors from time to time party thereto and the Existing Administrative Agent. Holdings, the Lead Borrower, the Existing Administrative Agent, certain of the lenders party to the Existing Credit Agreement and certain of the issuing banks party to the Existing Credit Agreement have agreed to amend and restate the Existing Credit Agreement by entering into that Fourth Amended and Restated Revolving Credit Agreement dated as of December 5, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “IndentureCredit Agreement”; except as provided in Article 1.01(a) below, capitalized terms used in this Agreement but not defined in this Agreement having the respective meanings given to them in the Credit Agreement), by and among PINAFORE, LLC, a Delaware limited liability company, PINAFORE, INC., a Delaware corporation (collectivelyHoldings, the “Issuers”), PINAFORE HOLDINGS B.V. (“Holdings”)Lead Borrower, the other Note Guarantors Designated Borrowers from time to time party thereto, the lenders from time to time party thereto and Wilmington Trust FSB, a federal savings bank, as trustee (in such capacitycollectively, the “TrusteeLenders” and each, a “Lender”) ), the Issuing Banks party thereto and as Collateral the Administrative Agent. The Lenders have agreed to extend credit to the Borrowers subject to the terms and conditions set forth in the Credit Agreement, pursuant the Hedge Banks have agreed to which perform certain obligations under one or more Secured Swap Agreements, the Issuers Cash Management Banks have issued $1,150,000,000 aggregate principal amount of 9% Senior Secured Second Lien Notes due 2018 agreed to provide certain services under certain Cash Management Agreements and the Bilateral LC Providers (together with the Exchange Securities Hedge Banks and any Additional Securities issued under the IndentureCash Management Banks, the “SecuritiesSpecified Secured Parties”) have agreed to provide one or more Secured Bilateral LC Facilities (together with the Secured Swap Agreements and the Cash Management Agreements, the “Other Arrangements”). Pursuant The obligations of (i) the Lenders to extend such credit, (ii) the terms Hedge Banks to perform such obligations under the Secured Swap Agreements, (iii) the Cash Management Banks to perform such obligations under the Secured Cash Management Agreements and (iv) the Bilateral LC Providers to provide the Secured Bilateral LC Facilities are conditioned upon, among other things, the execution and delivery of this Agreement. The Grantors (other than the Lead Borrower) are affiliates of the IndentureLead Borrower, Holdings will derive substantial benefits from such extension of credit by the Lenders, such performance of such obligations by the Hedge Banks and certain of its Subsidiaries who are parties hereto have guaranteed the payment and performance such provision of the Secured ObligationsBilateral Facilities and are willing to execute and deliver this Agreement in order to induce (i) the Lenders to extend such credit, (ii) the Hedge Banks to enter into such Secured Swap Agreements and to execute the documentation relating thereto, (iii) the Cash Management Banks to enter into such Secured Cash Management Agreements and to execute the documentation relating thereto and (iv) the Bilateral LC Providers to provide the Secured Bilateral LC Facilities. Now, therefore, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and with the intent to be legally bound herebyAccordingly, the parties hereto hereby agree as follows:

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. Consent to Service of Process 21 19 Section 6.10 5.09. Headings 21 19 Section 6.11 5.10. Security Interest Absolute 21 19 Section 6.12 5.11. Intercreditor Agreement Governs 20 Section 5.12. Termination or Release 20 Section 5.13. Additional Grantors 21 Section 6.13 Additional Grantors 22 Section 6.14 5.14. Collateral Agent Appointed AttornevAttorney-in-Fact 22 21 Section 6.15 5.15. General Authority of the Collateral Agent 23 22 Section 6.16 5.16. Reasonable Care 22 Section 5.17. Mortgages 22 Section 5.18. Reinstatement 22 Section 5.19. Miscellaneous 23 Section 6.17 Reinstatement 23 Section 6.18 Miscellaneous 24 Section 6.19 Conflicts; Intercreditor Agreement 24 Section 6.20 Post-Closing Collateral 24 Section 6.21 Non-US Grantors 24 SCHEDULES Schedule I – Subsidiary Parties Schedule II – Pledged Equity and Equity; Pledged Debt Schedule III – Commercial Tort Claims Exhibits EXHIBITS Exhibit I Form of Security Agreement Supplement Exhibit II Form of Perfection Certificate Patent Security Agreement Exhibit III Form of Patent Trademark Security Agreement Exhibit IV Form of Trademark Security Agreement Exhibit V Form of Copyright Security Agreement U.S. SECOND LIEN NOTES SECURITY AGREEMENT dated as of September 29October 20, 20102017 among X.X. XXXXXX COMPANY, by and among a Minnesota corporation (the Grantors (as defined below“Company”) and Wilmington Trust FSBeach other entity identified as a “Grantor” on the signature pages hereof or who from time to time become a party hereto (together with the Company, the “Grantors” and each a “Grantor”) and JPMORGAN CHASE BANK, N.A., as Collateral Agent collateral agent for the Secured Parties (together with its successors and assigns in such capacity, the “Collateral Agent”). Reference is made to that certain Indenture, the Term Loan Credit Agreement dated as of September 29October [●], 2010 2017 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “IndentureCredit Agreement”; except as provided in Article 1.01(a) below, capitalized terms used in this Agreement but not defined in this Agreement having the respective meanings given to them in the Credit Agreement), by and among PINAFORE, LLC, a Delaware limited liability company, PINAFORE, INC., a Delaware corporation (collectivelythe Company, the “Issuers”), PINAFORE HOLDINGS B.V. (“Holdings”), the other Note Guarantors lenders from time to time party thereto (collectively, the “Lenders” and Wilmington Trust FSBeach, a federal savings bank“Lender”), Xxxxxx Xxxxxxx Senior Funding, Inc., as trustee administrative agent (in such capacity, the “Trustee”) and as Collateral Administrative Agent, pursuant to which the Issuers have issued $1,150,000,000 aggregate principal amount of 9% Senior Secured Second Lien Notes due 2018 (together with the Exchange Securities and any Additional Securities issued under the Indenture, the “Securities”), and the other parties from time to time party thereto. Pursuant The Secured Parties have agreed to extend credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement and the other Loan Documents. The obligations of the Indenture, Holdings and certain of its Subsidiaries who Lenders to extend such credit. The Grantors (other than the Company) are parties hereto have guaranteed the payment and performance subsidiaries of the Secured ObligationsCompany, will derive substantial benefits from such extension of credit by the Lenders and are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Now, therefore, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and with the intent to be legally bound herebyAccordingly, the parties hereto hereby agree as follows:

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. Consent to Service of Process 21 Section 6.10 5.09. Headings 21 22 Section 6.11 5.10. Security Interest Absolute 21 22 Section 6.12 5.11. Intercreditor Agreement Governs 22 Section 5.12. Termination or Release 21 23 Section 6.13 5.13. Additional Grantors 22 23 Section 6.14 5.14. Collateral Agent Appointed AttornevAttorney-in-Fact 22 24 Section 6.15 5.15. General Authority of the Collateral Agent 23 25 Section 6.16 5.16. Reasonable Care 23 25 Section 6.17 5.17. Mortgages 25 Section 5.18. Reinstatement 23 25 Section 6.18 5.19. Miscellaneous 24 Section 6.19 Conflicts; Intercreditor Agreement 24 Section 6.20 Post-Closing Collateral 24 Section 6.21 Non-US Grantors 24 26 SCHEDULES Schedule I – Subsidiary Parties Schedule II – Pledged Equity and Equity; Pledged Debt Schedule III – Commercial Tort Claims Exhibits EXHIBITS Exhibit I Form of Security Agreement Supplement Exhibit II Form of Perfection Certificate Patent Security Agreement Exhibit III Form of Patent Trademark Security Agreement Exhibit IV Form of Trademark Security Agreement Exhibit V Form of Copyright Security Agreement U.S. SECOND LIEN NOTES PLEDGE AND SECURITY AGREEMENT dated as of September 29November 21, 20102016 among CF INDUSTRIES HOLDINGS, by and among INC., a Delaware corporation (“Holdings”), CF INDUSTRIES, INC., a Delaware corporation (the Grantors (as defined below“Issuer”) and Wilmington Trust FSBeach other entity identified as a “Grantor” on the signature pages hereof or who from time to time become a party hereto (together with Holdings and the Issuer, the “Grantors” and each a “Grantor”) and XXXXX FARGO BANK, NATIONAL ASSOCIATION (“Xxxxx Fargo”), as Collateral Agent collateral agent for the Secured Parties (together with its successors and assigns in such capacity, the “Collateral Agent”). Reference is made to that certain Indenture, the Indenture dated as of September 29November 21, 2010 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Indenture”; except as provided in Article 1.01(a) below, capitalized terms used in this Agreement but not defined in this Agreement having the respective meanings given to them in the Indenture), by among the Issuer, Holdings and among PINAFORE, LLC, a Delaware limited liability company, PINAFORE, INC., a Delaware corporation (collectively, the “Issuers”), PINAFORE HOLDINGS B.V. (“Holdings”), the other Note Guarantors from time to time party thereto and Wilmington Trust FSB, a federal savings bankXxxxx Fargo, as trustee (in such capacity, the “Trustee”) and as the Collateral Agent, pursuant to which in connection with the Issuers have issued $1,150,000,000 aggregate principal amount of 9Issuer’s 4.500% Senior Secured Second Lien Notes due 2018 (together with 2026. The Issuer desires to issue the Exchange Securities and any Additional Securities issued Notes under the Indenture, . The Grantors (other than the “Securities”). Pursuant to the terms Issuer) are affiliates of the IndentureIssuer, Holdings and certain of its Subsidiaries who are parties hereto have guaranteed will derive substantial benefits from the payment and performance issuance of the Secured Obligations. Now, therefore, Notes by the Issuer and are willing to execute and deliver this Agreement in consideration order to facilitate the issuance of the premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and with the intent to be legally bound herebyNotes. Accordingly, the parties hereto hereby agree as follows:

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. Consent to Service of Process 21 Section 6.10 Headings 21 Section 6.11 Security Interest Absolute 21 Section 6.12 Termination or Release 21 22 Section 6.13 Additional Grantors 22 Section 6.14 Collateral Agent Appointed AttornevAttorney-in-Fact 22 23 Section 6.15 General Authority of the Collateral Agent 23 24 Section 6.16 Reasonable Care 23 24 Section 6.17 Reinstatement 23 Delegation; Limitation 24 Section 6.18 Miscellaneous Reinstatement 24 Section 6.19 Conflicts; Intercreditor Agreement Miscellaneous 24 Section 6.20 Post-Closing Collateral 24 Section 6.21 Non-US Grantors 24 Schedules Schedule I – Subsidiary Parties Schedule II – Pledged Equity and Pledged Debt Schedule III – Commercial Tort Claims Schedule IV Intellectual Property Exhibits Exhibit I Form of Security Agreement Supplement Exhibit II Form of Perfection Certificate Exhibit III II Form of Patent Security Agreement Exhibit IV III Form of Trademark Security Agreement Exhibit V IV Form of Copyright Security Agreement U.S. SECOND LIEN NOTES SECURITY AGREEMENT SECURITY AGREEMENT dated as of September 29October 24, 20102014, by and among the Grantors (as defined below) and Wilmington Trust FSBBarclays Bank PLC, as Collateral Agent for the Secured Parties (in such capacity, the “Collateral Agent”). Reference is made to that certain IndentureCredit Agreement, dated as of September 29, 2010 the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, the “IndentureCredit Agreement”), by and among PINAFOREAlbany Molecular Research, LLC, a Delaware limited liability company, PINAFORE, INC.Inc., a Delaware corporation (collectively, the “Issuers”), PINAFORE HOLDINGS B.V. (“HoldingsBorrower”), the other Note Guarantors from time to time party thereto and Wilmington Trust FSBthereto, a federal savings bankBarclays Bank PLC, as trustee Administrative Agent, Collateral Agent, L/C Issuer and Swing Line Lender and each lender from time to time party thereto (in such capacitycollectively, the “Trustee”) Lenders” and as Collateral Agentindividually, pursuant to which the Issuers have issued $1,150,000,000 aggregate principal amount of 9% Senior Secured Second Lien Notes due 2018 (together with the Exchange Securities and any Additional Securities issued under the Indenture, the a “SecuritiesLender”). Pursuant The Lenders have agreed to extend credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement. The obligations of the IndentureLenders to extend such credit are conditioned upon, Holdings among other things, the execution and certain delivery of its Subsidiaries who this Agreement. The Guarantors are parties hereto have guaranteed the payment and performance affiliates of the Secured ObligationsBorrower, will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Now, therefore, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and with the intent to be legally bound hereby, the parties hereto hereby agree as follows:

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. Consent to Service of Process 21 20 Section 6.10 Headings 21 20 Section 6.11 Security Interest Absolute 21 20 Section 6.12 Termination or Release 21 Section 6.13 Additional Grantors 22 21 Section 6.14 Collateral Agent Appointed AttornevAttorney-in-Fact 22 Section 6.15 General Authority of the Collateral Agent 23 22 Section 6.16 Reasonable Care 23 Section 6.17 Delegation; Limitation 23 Section 6.18 Reinstatement 23 Section 6.18 6.19 Miscellaneous 24 Section 6.19 Conflicts; Intercreditor Agreement 24 Section 6.20 Post-Closing Collateral 24 Section 6.21 Non-US Grantors 24 23 Schedule I – Subsidiary Parties Schedule II – Pledged Equity and Pledged Debt Schedule III – Commercial Tort Claims Exhibits Exhibit I Form of Security Agreement Supplement Exhibit II Form of Perfection Certificate Exhibit III Form of Patent Security Agreement Exhibit IV Form of Trademark Security Agreement Exhibit V Form of Copyright Security Agreement U.S. SECOND LIEN NOTES SECURITY AGREEMENT dated as of September 29December 1, 20102009, by and among the Grantors (as defined below) and Wilmington Trust FSBBank of America, N.A., as Collateral Agent for the Secured Parties (in such capacity, the “Collateral Agent”). Reference is made to that certain Indenture, the Credit Agreement dated as of September 29December 1, 2010 2009 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “IndentureCredit Agreement”), by and among PINAFORESW Acquisitions Co., LLC, a Delaware limited liability company, PINAFORE, INC.Inc., a Delaware corporation (collectively, the “IssuersBorrower”), PINAFORE HOLDINGS B.V. (“Holdings”)SW Holdco, Inc., the direct parent of the Borrower, certain other Note Guarantors from time to time party thereto and Wilmington Trust FSBthereto, a federal savings bankBank of America, N.A., as trustee Administrative Agent and Collateral Agent, each lender from time to time party thereto (in such capacitycollectively, the “Trustee”) Lenders” and as Collateral Agentindividually, pursuant to which the Issuers have issued $1,150,000,000 aggregate principal amount of 9% Senior Secured Second Lien Notes due 2018 (together with the Exchange Securities and any Additional Securities issued under the Indenture, the a “SecuritiesLender”), Bank of America, N.A., as L/C Issuer and Swing Line Lender, and the other agents named therein. Pursuant The Lenders have agreed to extend credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement. The obligations of the IndentureLenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Holdings and certain of its Subsidiaries who the Subsidiary Parties are parties hereto have guaranteed the payment and performance affiliates of the Secured Obligations. NowBorrower, therefore, in consideration will derive substantial benefits from the extension of credit to the premisesBorrower pursuant to the Credit Agreement, and for other good are willing to execute and valuable consideration, deliver this Agreement in order to induce the receipt and sufficiency of which are hereby acknowledged, and with the intent Lenders to be legally bound herebyextend such credit. Accordingly, the parties hereto hereby agree as follows: