Exhibit 4.57

EXECUTION VERSION

PLEDGE AND SECURITY AGREEMENT

dated as of

July 25, 2014

Among

OCEAN RIG UDW INC.,

DRILLSHIPS OCEAN VENTURES, INC.,

DRILLSHIPS VENTURES PROJECTS INC.,

THE SUBSIDIARIES
IDENTIFIED HEREIN

And

DEUTSCHE BANK AG NEW YORK BRANCH
as Pari Passu Collateral Agent

TABLE OF CONTENTS

ARTICLE I

Definitions

SECTION 1.01. Defined Terms	1
SECTION 1.02. Other Defined Terms	2

ARTICLE II

Pledge of Securities

SECTION 2.01. Pledge	6
SECTION 2.02. Delivery of the Pledged Collateral	7
SECTION 2.03. Representations and Warranties	7
SECTION 2.04. Certification of Limited Liability Company and Limited Partnership Interests	8
SECTION 2.05. Registration in Nominee Name; Denominations	9
SECTION 2.06. Voting Rights; Dividends and Interest	9

ARTICLE III

Security Interests in Personal Property

SECTION 3.01. Security Interest	11
SECTION 3.02. Representations and Warranties	13
SECTION 3.03. Covenants	14
SECTION 3.04. Covenants Regarding Patent, Trademark and Copyright Collateral	16

ARTICLE IV

Remedies

SECTION 4.01. Remedies Upon Default	17
SECTION 4.02. Application of Proceeds	19
SECTION 4.03. Grant of License to Use Intellectual Property	20

ARTICLE V

Miscellaneous

SECTION 5.01. Notices	20
SECTION 5.02. Waivers; Amendment	21
SECTION 5.03. Pari Passu Collateral Agent's Fees and Expenses; Indemnification	21
SECTION 5.04. Survival	22

SECTION 5.05. Counterparts; Effectiveness; Successors and Assigns	22
SECTION 5.06. Severability	23
SECTION 5.07. Governing Law; Jurisdiction; Consent to Service of Process; Waiver of Immunity	23
SECTION 5.08. WAIVER OF JURY TRIAL	24
SECTION 5.09. Headings	24
SECTION 5.10. Security Interest Absolute	24
SECTION 5.11. Termination or Release	25
SECTION 5.12. Additional Subsidiaries	26
SECTION 5.13. Further Assurances	26
SECTION 5.14. Pari Passu Collateral Agent's Duties	26
SECTION 5.15. Force Majeure	29
SECTION 5.16. Pari Passu Collateral Agent Appointed Attorney-in-Fact	29
SECTION 5.17. USA PATRIOT Act	30
SECTION 5.18. Joinder Agreements	30
SECTION 5.19. Third Party Beneficiaries	30
SECTION 5.20. INTERCREDITOR AGREEMENT GOVERNS	30

Schedules

Schedule I	Borrower Subsidiary Grantors
Schedule II	Pledged Equity Interests
Schedule III	Intellectual Property

Exhibits

Exhibit I	Form of Supplement
Exhibit II	Form of Earnings Assignment
Exhibit III	Form of Insurance Assignment
Exhibit IV	Form of Account Charge Agreement
Exhibit V	Form of Joinder Agreement

PLEDGE AND SECURITY AGREEMENT dated as of July 25, 2014 (this "Agreement"), among Ocean Rig UDW Inc., a Marshall Islands corporation ("ParentUDW"), Drillships Ocean Ventures Inc., a Marshall Islands corporation (the "Borrower"), Drillships Ventures Projects Inc., a Delaware corporation ("Finco" and, together with the Borrower, the "Borrowers"), the other Subsidiaries from time to time party hereto, and Deutsche Bank AG New York Branch, as Pari Passu Collateral Agent (together with its successors and assigns, in such capacity, the "Pari Passu Collateral Agent").

Reference is made to the Credit Agreement dated as of July 25, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), among ParentUDW, the Borrower, Finco, the lenders from time to time party thereto (the "Lenders"), the administrative agent and the Pari Passu Collateral Agent, which provides for the incurrence of the Loans and permits the Borrowers to incur other Pari Passu Obligations subject to certain terms and conditions (the trustee or agent of which shall, upon the execution of a Joinder Agreement, become a party hereto on behalf of the holders or lenders of such other Pari Passu Obligations). The Grantors are entering into this Agreement in order to grant to the Pari Passu Collateral Agent, for the benefit of the Secured Parties, a security interest in the Collateral to secure the Pari Passu Obligations. Certain Grantors also are entering, or will subsequently enter, into agreements substantially in the forms of Exhibit II and Exhibit III hereto in order to grant a security interest in certain additional collateral to secure the Pari Passu Obligations. It is a condition precedent to the making of the Loans by the Lenders that the Grantors shall have granted the assignment and security interest and made the pledge and assignment contemplated by this Agreement. Each Grantor is affiliated with the Borrower, will derive substantial direct and indirect benefits from the transactions contemplated by the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to make the Loans and to induce the Lenders and the Pari Passu Collateral Agent to enter into the Credit Agreement. Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Defined Terms. (a) Each capitalized term used but not defined herein shall have the meaning specified in the Credit Agreement; provided that each term defined in the New York UCC (as defined herein) and not defined in this Agreement shall have the meaning specified therein. The terms "instrument" and "Control" shall have the meanings specified in Article 9 of the New York UCC.

(b) The rules of construction specified in Sections 1.02 and 1.03 of the Credit Agreement also apply to this Agreement, mutatis mutandis.

SECTION 1.02. Other Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

"Account Debtor" means any Person that is or may become obligated to any Grantor under, with respect to or on account of an Account.

"Agreement" has the meaning assigned to such term in the heading hereto.

"Article 9 Collateral" has the meaning assigned to such term in Section 3.01.

"Borrower" has the meaning assigned to such term in the preamble hereto.

"Borrower Subsidiary Grantors" means (a) the Subsidiaries identified on Schedule I and (b) each other Subsidiary that becomes a party hereto after the Effective Date in accordance with Section 5.12. Following the consummation of a Qualified DOV MLP IPO, the Borrower shall, for purposes of this Agreement, be deemed to continue to be a Borrower Subsidiary Grantor.

"Collateral" means Article 9 Collateral and Pledged Collateral.

"Collateral Agreements" means, collectively, this Agreement, the Intercreditor Agreement, each Mortgage, each Insurance Assignment, each Earnings Assignment and each other instrument, including any security document or pledge agreement, creating Liens in favor of the Pari Passu Collateral Agent as required by the Pari Passu Documents, in each case, as the same may be in force from time to time.

"Copyright License" means any written agreement, now or hereafter in effect, granting to any Person any right under any Copyright owned by any Borrower Subsidiary Grantor or that such Borrower Subsidiary Grantor otherwise has the right to license, or granting any right to any Borrower Subsidiary Grantor under any Copyright owned by any other Person.

"Copyrights" means, with respect to any Person, all of the following now owned or hereafter acquired by such Person: (a) all copyright rights in any work subject to the copyright laws of the United States of America or any other country, whether as author, assignee, transferee or otherwise, and (b) all registrations and applications for registration of any such copyright in the United States of America or any other country, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office (or any similar office in any other country), including any of the foregoing listed on Schedule III.

"Credit Agreement" has the meaning assigned to such term in the preliminary paragraph hereof.

"Credit Party" means the Borrowers, each Borrower Subsidiary Grantor and, prior to the consummation of a Qualified DOV MLP IPO, the Parent.

"Directing Party" means (a) prior to the effectiveness of the Intercreditor Agreement, the Administrative Agent (at the direction of the Required Lenders) and (b) following the effectiveness of the Intercreditor Agreement, the Controlling Party (as defined therein).

"Earnings Account Control Agreements" means (a) in the case of the Initial Earnings Accounts, accounts charge agreements substantially in the form of Exhibit IV hereto and (b) in all other cases, agreements in form and substance satisfactory to the Pari Passu Collateral Agent sufficient to grant Control to the Pari Passu Collateral Agent over the Earnings Accounts.

"Earnings Accounts" means (a) (i) account no. 1250.04.92609 in the name of Ocean Rig Cunene Operations Inc. at DNB Bank ASA, Oslo, (ii) account no. 1250.05.01772 in the name of Ocean Rig Cubango Operations Inc. at 1250.05.01772, (iii) account no. 1250.04.89624 in the name of Drillship Skiathos Owners Inc. at DNB Bank ASA, Oslo, (iv) account no. 1250.04.89616 in the name of Drillships Skyros Owners Inc. at DNB Bank ASA, Oslo, (v) account no. 250.04.89608 in the name of Drillships Kythnos Owners Inc. at DNB Bank ASA, Oslo, (vi) account no. 0046242502 in the name of Ocean Rig Block 33 Brasil Coöperatief U.A. at Nordea Bank Finland PLC, London Branch, (vii) account no. 1250.05.02000 in the name of Ocean Rig Block 33 Brasil B.V. at DNB Bank ASA, Oslo; (viii) account no. 0046212602 in the name of Ocean Rig Block 33 Brasil B.V. at Nordea Bank Finland PLC, London Branch (collectively, the "Initial Earnings Accounts"), and (b) such other interest bearing accounts designated by the Ship Grantors into which all Earnings from each Collateral Vessel Contract shall be deposited or forwarded.

"Earnings Assignment" means an Assignment of Earnings Agreement between a Grantor and the Pari Passu Collateral Agent, substantially in the form of Exhibit II hereto.

"Finco" has the meaning assigned to such term in the preamble hereto.

"Grantors" means, collectively, ParentUDW (prior to the consummation of a Qualified DOV MLP IPO) and the Borrower Subsidiary Grantors.

"Insurance Assignment" means an Assignment of Insurance Agreement between a Grantor and the Pari Passu Collateral Agent, substantially in the form of Exhibit III hereto.

"Intellectual Property" means all intellectual and similar property of every kind and nature, including inventions, designs, Patents, Copyrights, Licenses, Trademarks, trade secrets, domain names, confidential or proprietary technical and business information, know-how, show-how or other data or information, software and databases and all embodiments or fixations thereof and related documentation, registrations and franchises, and all additions, improvements and accessions to, and books and records describing or used in connection with, any of the foregoing.

"Joinder Agreement" means an instrument, substantially in the form of Exhibit V hereto, by which holders of other Pari Passu Obligations become party to this Agreement.

"Lenders" has the meaning assigned to such term in the preliminary paragraph hereof.

"License" means any Patent License, Trademark License, Copyright License or other license or sublicense agreement to which any Borrower Subsidiary Grantor is a party, including those listed on Schedule III.

"New York UCC" means the Uniform Commercial Code as from time to time in effect in the State of New York.

"ParentUDW" has the meaning assigned to such term in the heading hereto.

"Pari Passu Collateral Agent" has the meaning assigned to such term in the preamble hereto.

"Pari Passu Documents" shall mean, collectively, the Loan Documents and any document or instrument evidencing or governing any Other Pari Passu Obligations (solely to the extent a Joinder Agreement in respect of such Other Pari Passu Obligations has been duly executed and delivered).

"Pari Passu Obligations" means (a) the Secured Obligations, (b) all Other Pari Passu Obligations and (c) all other obligations of the Borrowers and the Guarantors in respect of, or arising under, the applicable Pari Passu Documents, in respect of the obligations described in clauses (a) through (c) of this definition (solely, in the case of clauses (b) and (c) of this definition, to the extent a Joinder Agreement in respect of such Pari Passu Obligations has been duly executed and delivered), (including, all principal, premium, interest, penalties, fees, charges, expenses, indemnifications, reimbursement obligations, damages, guarantees, and other liabilities or amounts payable or arising thereunder), whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against the Borrowers or any Guarantor of an Insolvency or Liquidation Proceeding naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such Insolvency or Liquidation Proceeding. The Pari Passu Obligations shall be subject to the terms of the Intercreditor Agreement

"Patent License" means any written agreement, now or hereafter in effect, granting to any Person any right to make, use or sell any invention on which a Patent, owned by any Borrower Subsidiary Grantor or that any Borrower Subsidiary Grantor otherwise has the right to license, is in existence.

"Patents" means with respect to any Person all of the following now owned or hereafter acquired by such Person: (a) all letters patent of the United States of

America or the equivalent thereof in any other country, all registrations and recordings thereof, and all applications for letters patent of the United States of America or the equivalent thereof in any other country, including registrations, recordings and pending applications in the United States Patent and Trademark Office or any similar offices in any other country, including those listed on Schedule III, and (b) all reissues, continuations, divisions, continuations-in-part, renewals or extensions thereof, and the inventions disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed therein.

"Perfection Certificate" means the perfection certificate dated the Effective Date delivered by the Borrower to the Pari Passu Collateral Agent pursuant to Section 5.01(d) of the Credit Agreement.

"Pledged Collateral" has the meaning assigned to such term in Section 2.01.

"Pledged Debt Securities" has the meaning assigned to such term in Section 2.01.

"Pledged Equity Interests" has the meaning assigned to such term in Section 2.01.

"Pledged Securities" means any promissory notes, stock certificates, unit certificates, limited liability membership certificates or other certificated securities now or hereafter included in the Pledged Collateral, including all certificates, instruments or other documents representing or evidencing any Pledged Collateral.

"Secured Parties" means, collectively, (a) the Lenders, (b) the Agents, (c) each holder of other Pari Passu Obligations that has executed, or has caused to be executed on its behalf, a Joinder Agreement, (d) each provider of cash management services the obligations under which constitute Secured Cash Management Obligations, (e) each counterparty to any hedging agreement the obligations under which constitute Secured Hedging Obligations, (f) the beneficiaries of each indemnification obligation undertaken by any Credit Party under any Pari Passu Document and (g) the successors and assigns of each of the foregoing.

"Security Interest" has the meaning assigned to such term in Section 3.01(a).

"Ship Grantor" means each Subsidiary that, at any time, owns any of the Collateral Vessels or the Substitute Vessels.

"Subagent" has the meaning assigned to such term in Section 5.13(c).

"Subsidiary" means any Subsidiary (as defined in the Credit Agreement) of the Parent.

"Supplement" means an instrument in the form of Exhibit I hereto.

"Trademark License" means any written agreement, now or hereafter in effect, granting to any Person any right to use any Trademark owned by any Borrower Subsidiary Grantor or that any Borrower Subsidiary Grantor otherwise has the right to license.

"Trademarks" means, with respect to any Person, all of the following now owned or hereafter acquired by such Person: (a) all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, all registrations and recordings thereof, and all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States Patent and Trademark Office or any similar offices in any State of the United States of America or any other country or any political subdivision thereof, and all extensions or renewals thereof, including those listed on Schedule III, (b) all goodwill associated therewith or symbolized thereby and (c) all other assets, rights and interests that uniquely reflect or embody such goodwill.

ARTICLE II

Pledge of Securities

SECTION 2.01. Pledge. As security for the payment or performance, as the case may be, in full of the Pari Passu Obligations (other than, in the case of any Pari Passu Obligations of ParentUDW, any assignment or pledge of the Pledged Collateral of the Borrower Subsidiary Grantors), each Grantor hereby assigns and pledges to the Pari Passu Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Pari Passu Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor's right, title and interest in, to and under (a)(i) the shares of capital stock and other Equity Interests of the Borrower (prior to the consummation of a Qualified DOV MLP IPO), Finco, and each other Borrower Subsidiary Guarantor now owned or at any time hereafter acquired by such Grantor, including those set forth opposite the name of such Grantor on Schedule II, and (ii) all certificates and any other instruments representing all such Equity Interests (collectively, the "Pledged Equity Interests"); provided that, to the extent the pledge of Equity Interests of the Borrower (prior to the consummation of a Qualified DOV MLP IPO), Finco and each other Borrower Subsidiary Guarantor pursuant to this clause (a) does not result in the pledge of all issued and outstanding Equity Interests of the Borrower (prior to the consummation of a Qualified DOV MLP IPO), Finco and such other Borrower Subsidiary Guarantors, the Parent and the Borrower Subsidiary Grantors shall take any steps necessary to cause any such remaining Equity Interests to be pledged hereunder; (b) in the case of each Borrower Subsidiary Grantor, (i) the debt securities now owned or at any time hereafter acquired by such Borrower Subsidiary Grantor, including those listed opposite the name of such Borrower Subsidiary Grantor on Schedule II, and (ii) the promissory notes and any other instruments evidencing all such debt securities (collectively, the "Pledged Debt Securities"); (c) in the case of each Borrower Subsidiary Grantor, all other property that may be delivered to and held by the Pari Passu Collateral Agent pursuant to the terms of Section 2.02; (d) subject to

Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (e) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the "Pledged Collateral").

SECTION 2.02. Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Pari Passu Collateral Agent any and all Pledged Equity Interests required to be pledged hereunder (i) on the date hereof, in the case of any such Pledged Equity Interests owned by such Grantor on the date hereof, and (ii) promptly after the acquisition thereof, in the case of any such Pledged Equity Interests acquired by such Grantor after the date hereof.

(b) Upon delivery to the Pari Passu Collateral Agent, (i) any Pledged Equity Interests shall be accompanied by undated stock powers duly executed by the applicable Grantor in blank or other undated instruments of transfer satisfactory to the Pari Passu Collateral Agent and by such other instruments and documents as may be necessary or as the Pari Passu Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor in blank and such other instruments or documents as may be necessary or as the Pari Passu Collateral Agent may reasonably request. Each delivery of Pledged Equity Interests shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Equity Interests. Each schedule so delivered shall supplement any prior schedules so delivered.

SECTION 2.03. Representations and Warranties. The Grantors jointly and severally represent and warrant to the Pari Passu Collateral Agent, for the benefit of the Secured Parties, that:

(a) Schedule II correctly sets forth the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Securities and includes all Equity Interests, debt securities and promissory notes required to be pledged hereunder;

(b) the Pledged Equity Interests and Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof; subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and to general principles of

equity, regardless of whether considered in a proceeding in equity or at law; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent or any Subsidiary, are made to the knowledge of the Grantors;

(c) except for the security interests granted hereunder, each of the Grantors (i) is the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such Grantor and (ii) holds the same free and clear of all Liens, other than Liens created by this Agreement or Permitted Collateral Liens;

(d) except as disclosed on Schedule II, and except for restrictions and limitations imposed by the Pari Passu Documents or securities laws generally, and, in the case of clause (ii), except for limitations existing as of the Effective Date in the articles or certificate of incorporation, bylaws or other organizational documents of any Grantor, (i) the Pledged Collateral is freely transferable and assignable, and (ii) none of the Pledged Collateral is subject to any option, right of first refusal, shareholders agreement, charter or by-law provision or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Pari Passu Collateral Agent of rights and remedies hereunder;

(e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated;

(f) no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect);

(g) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Pari Passu Collateral Agent in accordance with this Agreement, the Pari Passu Collateral Agent will obtain a legal, valid and perfected first-priority Lien upon and security interest in such Pledged Securities as security for the payment and performance of the Pari Passu Obligations (other than any Pari Passu Obligations of ParentUDW); and

(h) the pledge effected hereby is effective to vest in the Pari Passu Collateral Agent, for the benefit of the Secured Parties, the rights of the Pari Passu Collateral Agent in the Pledged Collateral as set forth herein.

SECTION 2.04. Certification of Limited Liability Company and Limited Partnership Interests. Each interest in any limited liability company or limited partnership controlled by any Grantor and pledged hereunder shall be represented by a certificate, shall be a "security" within the meaning of Article 8 of the New York UCC and shall be governed by Article 8 of the New York UCC.

SECTION 2.05. Registration in Nominee Name; Denominations. The Pari Passu Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, in the name of its nominee (as pledgee or as sub-agent) or in the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Pari Passu Collateral Agent.

SECTION 2.06. Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Pari Passu Collateral Agent shall have notified the Grantors that their rights under this Section 2.06 are being suspended:

(i) each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Collateral or any part thereof for any purpose consistent with the terms of this Agreement and the other Pari Passu Documents; provided that such rights and powers shall not be exercised in any manner that could reasonably be expected to materially and adversely affect the rights inuring to a holder of any Pledged Collateral or the rights and remedies of any of the Pari Passu Collateral Agent or any other Secured Party under this Agreement or any other Pari Passu Document or the ability of the Secured Parties to exercise the same;

(ii) the Pari Passu Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section; and

(iii) each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Collateral, but only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Pari Passu Documents and applicable laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral and, if received by any Grantor, and required to be delivered to the Pari Passu Collateral Agent hereunder, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Pari Passu Collateral Agent and shall be forthwith delivered to the Pari Passu Collateral Agent in the same form as so received (with any necessary endorsements, stock powers or other instruments of transfer).

(b) Upon the occurrence and during the continuance of an Event of Default, after the Pari Passu Collateral Agent shall have notified the Grantors of the suspension of their rights under paragraph (a)(iii) of this Section, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section, shall cease, and all such rights shall thereupon become vested in the Pari Passu Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section shall be held in trust for the benefit of the Pari Passu Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Pari Passu Collateral Agent upon demand in the same form as so received (with any necessary endorsements, stock powers or other instruments of transfer). Any and all money and other property paid over to or received by the Pari Passu Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Pari Passu Collateral Agent in an account to be established by the Pari Passu Collateral Agent upon receipt of such money or other property, shall be held as security for the payment and performance of the Pari Passu Obligations and shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived and the Borrower has delivered to the Pari Passu Collateral Agent a certificate of a Financial Officer of the Borrower to that effect, upon which the Pari Passu Collateral Agent may conclusively rely, the Pari Passu Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section and that remain in such account.

(c) Upon the occurrence and during the continuance of an Event of Default, after the Pari Passu Collateral Agent shall have notified the Grantors of the suspension of their rights under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Pari Passu Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Pari Passu Collateral Agent, which shall have the right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by the Directing Party, the Pari Passu Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights.

(d) Any notice given by the Pari Passu Collateral Agent to the Grantors suspending their rights under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) in part without suspending all such rights (as specified by the Pari Passu Collateral Agent) and without waiving or otherwise affecting the

Pari Passu Collateral Agent's right to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.

ARTICLE III

Security Interests in Personal Property

SECTION 3.01. Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Pari Passu Obligations (other than any Pari Passu Obligations of ParentUDW), each Borrower Subsidiary Grantor hereby grants to the Pari Passu Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the "Security Interest") in all of its right, title and interest in, to and under any and all of the following assets now owned or at any time hereafter acquired by such Borrower Subsidiary Grantor or in, to or under which such Borrower Subsidiary Grantor now has or at any time hereafter may acquire any right, title or interest (collectively, the "Article 9 Collateral"):

(i) all Accounts;

(ii) all Chattel Paper;

(iii) all cash and Deposit Accounts;

(iv) all Documents;

(v) all General Intangibles, including all Intellectual Property;

(vi) all Instruments;

(vii) all other Goods;

(viii) all Investment Property;

(ix) all Letter-of-Credit rights;

(x) all books and records pertaining to the Article 9 Collateral; and

(xi) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing;

provided, however, that the Security Interest shall not cover, and the term "Article 9 Collateral" shall not include, any Excluded Property.

(b) Each of the Borrower Subsidiary Grantors hereby irrevocably authorizes the Pari Passu Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture

filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Collateral as all assets of such Borrower Subsidiary Grantor or words of similar effect as being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Borrower Subsidiary Grantor is an organization, the type of organization and any organizational identification number issued to such Borrower Subsidiary Grantor and (B) in the case of a financing statement filed as a fixture filing or covering Article 9 Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Article 9 Collateral relates. Each of the Borrower Subsidiary Grantors agrees to provide such information to the Pari Passu Collateral Agent as may be necessary or promptly upon request.

Each Grantor also ratifies its authorization for the Pari Passu Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof.

The Pari Passu Collateral Agent shall not be responsible for and makes no representation as to the existence, genuineness, value or protection of any Collateral, for the legality, effectiveness or sufficiency of any Collateral Agreement, or for the creation, perfection, priority, sufficiency or protection of any liens securing the Pari Passu Obligations.

For the avoidance of doubt, nothing herein shall require the Pari Passu Collateral Agent to file financing statements or continuation statements or be responsible for maintaining the security interests purported to be created as described herein (except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder or under any other Pari Passu Document).

(c) The Security Interest and the security interest granted pursuant to Article II are granted as security only and shall not subject the Pari Passu Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.

(d) Notwithstanding anything herein to the contrary, in no event shall the security interest granted hereunder attach to any contract or agreement (other than pursuant to an Earnings Assignment or an Insurance Assignment) to which a Borrower Subsidiary Grantor is a party or any of its rights or interests thereunder if and for so long as the grant of such security interest shall constitute or result in (x) the unenforceability of any right of the Borrower Subsidiary Grantor therein or (y) a breach or termination pursuant to the terms of, or a default under, any such contract or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the New York UCC or any other applicable law or principles of equity); provided, however, that such security interest shall attach immediately at such time as the condition causing such unenforceability shall be remedied and, to the extent

severable, shall attach immediately to any portion of such contract or agreement that does not result in any of the consequences specified in clause (x) or (y) of this paragraph (d) including any Proceeds of such contract or agreement.

SECTION 3.02. Representations and Warranties. Each of the Borrower Subsidiary Grantors jointly and severally represent and warrant to the Pari Passu Collateral Agent for the benefit of the Secured Parties that:

(a) Each Borrower Subsidiary Grantor has good and valid rights in and title to the Article 9 Collateral with respect to which it has purported to grant the Security Interest and has full power and authority to grant to the Pari Passu Collateral Agent the Security Interest in such Article 9 Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval that has been obtained.

(b) The Perfection Certificate has been duly prepared, completed and executed and the information set forth therein, including the exact legal name of the Parent and each Borrower Subsidiary Grantor, is correct and complete as of the Effective Date. The Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations prepared based upon the information provided in the Perfection Certificate for filing in each governmental, municipal or other office specified in Schedule 5 to the Perfection Certificate (or specified by notice from the Borrower to the Pari Passu Collateral Agent after the Effective Date in the case of filings, recordings or registrations required by Section 7.07 of the Credit Agreement), are all the filings, recordings and registrations that are necessary to publish notice of and protect the validity of and to establish a legal, valid and perfected security interest in favor of the Pari Passu Collateral Agent (for the benefit of the Secured Parties) in respect of all Article 9 Collateral in which the Security Interest may be perfected by filing, recording or registration in the United States of America (or any political subdivision thereof) and its territories and possessions, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary in any such jurisdiction, except as provided under applicable law with respect to the filing of continuation statements.

(c) The Security Interest constitutes (i) a legal and valid security interest in all the Article 9 Collateral securing the payment and performance of the Pari Passu Obligations (other than any Pari Passu Obligations of ParentUDW) and (ii) subject to the filings described in paragraph (b) of this Section, a perfected security interest in all Article 9 Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States of America (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or other applicable law in such jurisdictions. The Security Interest is and shall be prior to any other Lien on any of the Article 9 Collateral, other than Permitted Collateral Liens or Liens permitted pursuant to Section 7.13 of the Credit Agreement that have priority as a matter of law.

(d) Schedule III sets forth, as of the Effective Date, a true and complete list, with respect to each Borrower Subsidiary Grantor, of (i) all Patents that have been granted by the United States Patent and Trademark Office, (ii) all Copyrights that have been registered with the United States Copyright Office, (iii) all Trademarks that have been registered with the United States Patent and Trademark Office and Trademarks for which United States registration applications are pending and (iv) all assignable Copyright Licenses material to the conduct of the business of the Borrower Subsidiary Grantors under which such Borrower Subsidiary Grantor is a licensee.

SECTION 3.03. Covenants. (a) Each Borrower Subsidiary Grantor shall, at its own expense, take any and all commercially reasonable actions necessary to defend title to the Article 9 Collateral against all Persons and to defend the Security Interest of the Pari Passu Collateral Agent in the Article 9 Collateral and the priority thereof against any Lien that is not a Permitted Collateral Lien or that is not a Lien permitted pursuant to Section 7.13 of the Credit Agreement or that is not a Lien that has priority as a matter of law.

(b) Each Borrower Subsidiary Grantor agrees, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments, financing statements, continuation statements, agreements and documents and take all such other actions as may be necessary or as the Pari Passu Collateral Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest and the rights and remedies created hereby, including the payment of any fees and Taxes required in connection with the execution and delivery of this Agreement, the granting of the Security Interest and the filing and recording of any financing statements (including fixture filings) or other documents in connection herewith or therewith. Each Borrower Subsidiary Grantor will provide to the Pari Passu Collateral Agent, from time to time upon request by the Pari Passu Collateral Agent, evidence as to the perfection and priority of the Liens created or intended to be created pursuant to this Agreement.

(c) Upon the occurrence and continuance of an Event of Default, the Pari Passu Collateral Agent and such Persons as the Pari Passu Collateral Agent may reasonably designate shall have the right, at the Borrower Subsidiary Grantors' own cost and expense, to inspect the Article 9 Collateral, all records related thereto (and to make extracts and copies from such records) and the premises upon which any of the Article 9 Collateral is located, to discuss the Borrower Subsidiary Grantors' affairs with the officers of the Borrower Subsidiary Grantors and their independent accountants and to verify under reasonable procedures, the validity, amount, quality, quantity, value, condition and status of, or any other matter relating to, the Article 9 Collateral, including, in the case of Accounts or Article 9 Collateral in the possession of any third party, by contacting Account Debtors or the third party possessing such Article 9 Collateral for the purpose of making such a verification. The Pari Passu Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any other Secured Party.

(d) At its option, the Pari Passu Collateral Agent may discharge past due Taxes, assessments, charges, fees and Liens at any time levied or placed on the Article 9 Collateral that are not permitted pursuant to the Credit Agreement and the other Pari Passu Documents, and may pay for the maintenance and preservation of the Article 9 Collateral to the extent any Borrower Subsidiary Grantor fails to do so as required by this Agreement or the other Pari Passu Documents, and each Borrower Subsidiary Grantor jointly and severally agrees to reimburse the Pari Passu Collateral Agent on demand for any payment made or any expense incurred by the Pari Passu Collateral Agent pursuant to the foregoing authorization; provided that nothing in this paragraph shall be interpreted as excusing any Borrower Subsidiary Grantor from the performance of, or imposing any obligation on the Pari Passu Collateral Agent or any other Secured Party to cure or perform, any covenants or other promises of any Borrower Subsidiary Grantor with respect to Taxes, assessments, charges, fees and Liens and maintenance as set forth herein or in the other Pari Passu Documents. All sums disbursed by the Pari Passu Collateral Agent in connection with this paragraph, including reasonable attorneys', agents' and professional advisors' fees, court costs, expenses and other charges relating thereto, shall be payable, upon demand, by the Grantors to the Pari Passu Collateral Agent and shall be additional Pari Passu Obligations secured hereby.

(e) Each Borrower Subsidiary Grantor shall remain liable to observe and perform all the conditions and obligations to be observed and performed by it under each contract, agreement or instrument relating to the Article 9 Collateral, all in accordance with the terms and conditions thereof, and each Borrower Subsidiary Grantor jointly and severally agrees to indemnify and hold harmless the Pari Passu Collateral Agent and the Secured Parties from and against any and all liability for such performance.

(f) The Grantors, at their own expense, shall maintain or cause to be maintained insurance covering physical loss or damage to their assets in accordance with the requirements set forth in Section 7.01 of the Credit Agreement and any similar requirement in any other Pari Passu Document. Each Grantor irrevocably makes, constitutes and appoints the Pari Passu Collateral Agent (and all officers, employees or agents designated by the Pari Passu Collateral Agent) as such Grantor's true and lawful agent (and attorney-in-fact) for the purpose, upon the occurrence and during the continuance of an Event of Default, of making, settling and adjusting claims in respect of Article 9 Collateral under policies of insurance, endorsing the name of such Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto. In the event that any Grantor at any time or times shall fail to obtain or maintain any of the policies of insurance required hereby or to pay any premium in whole or part relating thereto, the Pari Passu Collateral Agent may, without obligation to or waiving or releasing any obligation or liability of the Grantors hereunder or any Event of Default, obtain and maintain such policies of insurance and pay such premiums and take any other actions with respect thereto as the Pari Passu Collateral Agent deems

advisable. All sums disbursed by the Pari Passu Collateral Agent in connection with this paragraph, including reasonable attorneys', agents' and professional advisors' fees, court costs, expenses and other charges relating thereto, shall be payable, upon demand, by the Grantors to the Pari Passu Collateral Agent and shall be additional Pari Passu Obligations secured hereby.

SECTION 3.04. Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Borrower Subsidiary Grantor agrees that it will not do any act or omit to do any act (and will exercise commercially reasonable efforts to prevent its licensees from doing any act or omitting to do any act) whereby any Patent material to the conduct of the business of the Borrower Subsidiary Grantors, taken as a whole, may become invalidated or dedicated to the public (except as a result of expiration of such Patent at the end of its statutory term), and agrees that it shall continue to mark any products covered by any such Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws.

(b) Each Borrower Subsidiary Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of the business of the Borrower Subsidiary Grantors, taken as a whole, (i) maintain such Trademark in full force free from any valid claim of abandonment or invalidity for non-use, (ii) maintain the quality of products and services offered under such Trademark, (iii) if registered, display such Trademark with notice of Federal or foreign registration to the extent necessary and sufficient to establish and preserve its maximum rights under applicable trademark law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights.

(c) Each Borrower Subsidiary Grantor (either itself or through its licensees or sublicensees) will, for each work covered by a Copyright material to the conduct of the business of the Borrower Subsidiary Grantors, taken as whole, use commercially reasonable efforts to continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws.

(d) Each Borrower Subsidiary Grantor shall notify the Pari Passu Collateral Agent promptly in writing if it knows that any Patent, Trademark or Copyright material to the conduct of the business of the Borrower Subsidiary Grantors may become abandoned, lost or dedicated to the public, or of any materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) regarding such Borrower Subsidiary Grantor's ownership of such Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the same.

(e) Each Borrower Subsidiary Grantor will take all necessary steps that are consistent with its current practice (i) in any proceeding before the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States of America or in any other country or any political subdivision thereof, to maintain and pursue each application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) material to the conduct of the business of the Borrower Subsidiary Grantors, taken as a whole, and (ii) to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of the business of the Borrower Subsidiary Grantors, taken as a whole, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancelation proceedings against third parties.

(f) In the event that any Borrower Subsidiary Grantor has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of the business of the Borrower Subsidiary Grantors, taken as whole, has been or is about to be infringed, misappropriated or diluted by a third party, such Borrower Subsidiary Grantor promptly shall notify the Pari Passu Collateral Agent in writing and shall, if consistent with good business judgment, promptly sue for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9 Collateral.

(g) Upon the occurrence and during the continuance of an Event of Default, each Borrower Subsidiary Grantor shall, upon request of the Pari Passu Collateral Agent, use its commercially reasonable efforts to obtain all requisite consents or approvals by the licensor of each Copyright License, Patent License or Trademark License under which such Borrower Subsidiary Grantor is a licensee to effect the assignment of all such Borrower Subsidiary Grantor's right, title and interest thereunder to the Pari Passu Collateral Agent or its designee.

ARTICLE IV

Remedies

SECTION 4.01. Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, each Grantor agrees to deliver each item of Collateral to the Pari Passu Collateral Agent on demand, and it is agreed that the Pari Passu Collateral Agent shall have the right to take any of or all the following actions at the same or different times: (a) with respect to any Article 9 Collateral consisting of Intellectual Property, on demand, to cause the Security Interest to become an assignment, transfer and conveyance of any of or all such Article 9 Collateral by the applicable Grantors to the Pari Passu Collateral Agent, or to license or sublicense, whether general, special or otherwise, and whether on an exclusive or nonexclusive basis, any such Article

9 Collateral throughout the world on such terms and conditions and in such manner as the Pari Passu Collateral Agent shall determine (other than in violation of any then-existing licensing arrangements to the extent that waivers cannot be obtained), and (b) with or without legal process and with or without prior notice or demand for performance, to take possession of the Article 9 Collateral and without liability for trespass to enter any premises where the Article 9 Collateral may be located for the purpose of taking possession of or removing the Article 9 Collateral and, generally, to exercise any and all rights afforded to a secured party under the UCC or other applicable law. Without limiting the generality of the foregoing, each Grantor agrees that the Pari Passu Collateral Agent shall have the right, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all or any part of the Collateral at a public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Pari Passu Collateral Agent shall deem appropriate. The Pari Passu Collateral Agent shall be authorized at any such sale of securities to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Pari Passu Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any sale of Collateral shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal that such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.

The Pari Passu Collateral Agent shall give the applicable Grantors 10 days' prior written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the Pari Passu Collateral Agent's intention to make any sale of Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Pari Passu Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Pari Passu Collateral Agent may determine. The Pari Passu Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Pari Passu Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Pari Passu Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Pari Passu Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure,

such Collateral may be sold again upon like notice. In the event of a foreclosure by the Pari Passu Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Pari Passu Collateral Agent or any other Secured Party may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition, and the Pari Passu Collateral Agent as agent for and representative of the Secured Parties (but not any Secured Party in its individual capacity unless the Directing Party shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Pari Passu Obligations as a credit on account of the purchase price for any Collateral payable by the Pari Passu Collateral Agent on behalf of the Secured Parties at such sale or other disposition. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Pari Passu Collateral Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Pari Passu Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Pari Passu Obligations (other than contingent indemnification obligations and obligations in respect of secured cash management services (including Secured Cash Management Obligations)) have been paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Pari Passu Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions.

SECTION 4.02. Application of Proceeds. The Pari Passu Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as follows:

FIRST, ratably to the payment of all costs and expenses incurred by the Pari Passu Collateral Agent, the Administrative Agent and any similar agents under the Pari Passu Documents in connection with such collection or sale or otherwise in connection with this Agreement, any other Pari Passu Document or any of the Pari Passu Obligations, including all court costs and the fees and expenses of its agents, professional advisors and legal counsel, the repayment of all advances made by the Pari Passu Collateral Agent, the Administrative Agent and any similar agents under the Pari Passu Documents hereunder or under any other Pari Passu Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Pari Passu Document;

SECOND, to the payment in full of the Pari Passu Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Pari Passu Obligations owed to them on the date of any such distribution); and

THIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct.

The Pari Passu Collateral Agent shall promptly apply any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Pari Passu Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt by the Pari Passu Collateral Agent or of the officer making the sale of any such proceeds shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Pari Passu Collateral Agent or such officer or be answerable in any way for the misapplication thereof. Notwithstanding anything herein to the contrary, it is understood and agreed that no proceeds of any collection or sale of Collateral (including any Collateral consisting of cash) of the Borrower or any Grantor (other than ParentUDW) shall be applied to satisfy the Pari Passu Obligations of ParentUDW.

SECTION 4.03. Grant of License to Use Intellectual Property. For the purpose of enabling the Pari Passu Collateral Agent to exercise rights and remedies under this Agreement at such time as the Pari Passu Collateral Agent shall be lawfully entitled to exercise such rights and remedies upon the occurrence and during the continuation of an Event of Default, each Borrower Subsidiary Grantor hereby grants to the Pari Passu Collateral Agent an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Borrower Subsidiary Grantors) to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such Borrower Subsidiary Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof. The use of such license by the Pari Passu Collateral Agent may be exercised upon the occurrence and during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Pari Passu Collateral Agent in accordance herewith shall be binding upon the Borrower Subsidiary Grantors notwithstanding any subsequent cure of an Event of Default.

ARTICLE V

Miscellaneous

SECTION 5.01. Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing in English and given in the manner provided in Section 10.03 of the Credit Agreement (and, in the case of any parties hereto that are not parties to the Credit Agreement, in the manner provided by the relevant "Notices" section of the applicable Pari Passu Document). All communications and notices hereunder to any Borrower Subsidiary Grantor shall be given to it in care of the Borrower in the manner provided in Section 10.03 of the Credit Agreement.

SECTION 5.02. Waivers; Amendment. (a) No failure or delay by the Pari Passu Collateral Agent or any other Secured Party in exercising any right or power hereunder or under any other Pari Passu Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Pari Passu Collateral Agent and the other Secured Parties hereunder and under the other Pari Passu Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Grantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the execution and delivery of this Agreement and the extensions of credit under the Pari Passu Documents (including making the Loans) shall not be construed as a waiver of any Default, regardless of whether the Pari Passu Collateral Agent or any other Secured Party may have had notice or knowledge of such Default at the time. No notice or demand on any Grantor in any case shall entitle any Grantor to any other or further notice or demand in similar or other circumstances.

(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Pari Passu Collateral Agent, the Borrower and the applicable Grantor (other than the Borrower) or Grantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 10.12 of the Credit Agreement (and, as applicable, any similar section in any other Pari Passu Document).

SECTION 5.03. Pari Passu Collateral Agent's Fees and Expenses; Indemnification. (a) The Grantors jointly and severally agree to reimburse the Pari Passu Collateral Agent for its fees and expenses incurred hereunder as provided in Section 10.01 of the Credit Agreement and in any comparable provision of any other Pari Passu Document; provided that each reference therein to the "Borrower" or "Borrowers" (and any comparable term) shall be deemed to be a reference to the "Grantors".

(b) The Grantors jointly and severally agree to indemnify the Pari Passu Collateral Agent and the other Indemnified Parties as provided in Section 10.01 of the Credit Agreement and in any comparable provision of any other Pari Passu Document; provided that each reference therein to the "Borrower" or "Borrowers" (and any comparable term) shall be deemed to be a reference to the "Grantors".

(c) Any such amounts payable as provided hereunder or under Section 10.01 of the Credit Agreement and in any comparable provision of any other Pari Passu Document shall be additional Pari Passu Obligations secured hereby and by the other Collateral Agreements. The provisions of this Section shall survive and remain in full force and effect regardless of the termination of

this Agreement or any other Pari Passu Document, the consummation of the transactions contemplated hereby or thereby, the repayment of any of the Pari Passu Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Pari Passu Document, any investigation made by or on behalf of the Pari Passu Collateral Agent or any other Secured Party or the resignation or the removal of the Pari Passu Collateral Agent.

(d) All amounts due under this Section shall be payable promptly after written demand therefor.

SECTION 5.04. Survival. All covenants, agreements, representations and warranties made by the Grantors in this Agreement, the other Pari Passu Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Pari Passu Document shall be considered to have been relied upon by the Pari Passu Collateral Agent and the other Secured Parties and shall survive the execution and delivery of the Pari Passu Documents and the extension of credit under the Pari Passu Documents (including making the Loans), regardless of any investigation made by or on behalf of the Pari Passu Collateral Agent, any other Secured Party or any other Person and notwithstanding that the Pari Passu Collateral Agent, any other Secured Party or any other Person may have had notice or knowledge of any Default or incorrect representation or warranty at the time any Pari Passu Document is executed and delivered or any credit is extended under any Pari Passu Document (including any Loans made), and shall continue in full force and effect as long as Pari Passu Obligations remain outstanding.

SECTION 5.05. Counterparts; Effectiveness; Successors and Assigns. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract. This Agreement shall become effective as to any Grantor when a counterpart hereof executed on behalf of such Grantor shall have been delivered to the Pari Passu Collateral Agent and a counterpart hereof shall have been executed on behalf of the Pari Passu Collateral Agent, and thereafter shall be binding upon such Grantor and the Pari Passu Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such Grantor, the Pari Passu Collateral Agent and the other Secured Parties and their respective successors and assigns, except that no Grantor may assign or otherwise transfer any of its rights or obligations hereunder or any interest herein or in the Collateral (and any attempted assignment or transfer by any Grantor shall be null and void), except as expressly contemplated by this Agreement or any other Pari Passu Document. For the avoidance of doubt, it is understood that, subject to Section 10.04 of the Credit Agreement and to any comparable provision of any other Pari Passu Document, any holder of Pari Passu Obligations may assign or otherwise transfer all or any portion of its rights and obligations under any applicable Pari Passu Document (including, without limitation, all or any portion of its Loan or Loans, if any, held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such holder of Pari Passu Obligations herein or otherwise, in each case as provided in the applicable Pari Passu Document. Delivery of an executed counterpart of a signature page

of this Agreement by facsimile or other electronic imaging shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 5.06. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 5.07. Governing Law; Jurisdiction; Consent to Service of Process; Waiver of Immunity. (a) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT SHALL BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, IN EACH CASE WHICH ARE LOCATED IN THE COUNTY OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HEREUNDER HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS. EACH OF THE PARTIES HEREUNDER HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH COURTS LACK PERSONAL JURISDICTION OVER ANY PARTY HEREUNDER, AND AGREES NOT TO PLEAD OR CLAIM, IN ANY LEGAL ACTION PROCEEDING WITH RESPECT TO THIS AGREEMENT BROUGHT IN ANY OF THE AFOREMENTIONED COURTS, THAT SUCH COURTS LACK PERSONAL JURISDICTION OVER ANY PARTY HEREUNDER. EACH OF THE PARTIES HEREUNDER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, IN THE MANNER PROVIDED FOR NOTICES IN SECTION 5.01, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH DELIVERY. EACH OF THE PARTIES HEREUNDER HEREBY IRREVOCABLY WAIVES ANY OBJECTION TO SUCH SERVICE OF PROCESS AND FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY ACTION OR PROCEEDING COMMENCED HEREUNDER THAT SERVICE OF PROCESS WAS IN ANY WAY INVALID OR INEFFECTIVE. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT, THE PARI PASSU COLLATERAL AGENT, ANY LENDER OR THE HOLDERS OF THE OTHER PARI PASSU OBLIGATIONS TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY PARTY HEREUNDER IN ANY OTHER JURISDICTION.

(b) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT BROUGHT IN THE COURTS REFERRED TO IN CLAUSE (a) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

(c) To the extent any Grantor or any property, assets or revenues of any Grantor may have or may hereafter become entitled to, or have attributed to it, any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief in any such legal action, suit or proceeding, from set-off or counterclaim, from the competent jurisdiction of any court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution of judgment, or from execution of judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any competent jurisdiction in which proceedings may at any time be commenced, with respect to its obligations, liabilities or any other matter under or arising out of or in connection with this Agreement, any of the other Pari Passu Documents or any of the transactions contemplated hereby or thereby, each Grantor hereby irrevocably and unconditionally waives, and agrees not to plead or claim, any such immunity and consent to such relief and enforcement.

SECTION 5.08. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.08.

SECTION 5.09. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

SECTION 5.10. Security Interest Absolute. All rights of the Pari Passu Collateral Agent hereunder, the Security Interest, the grant of the security interest in the

Pledged Collateral and all obligations of each Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any Pari Passu Document, any agreement with respect to any of the Pari Passu Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Pari Passu Obligations, or any other amendment to or waiver of, or any consent to any departure from, any Pari Passu Document, any agreement with respect to any of the Pari Passu Obligations or any other agreement or instrument relating to any of the foregoing, (c) any exchange, release or non-perfection of any Lien on other Collateral securing, or any release or amendment to or waiver of, or any consent to any departure from, any guarantee of, all or any of the Pari Passu Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Grantor in respect of the Pari Passu Obligations or this Agreement.

SECTION 5.11. Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate when all the Pari Passu Obligations (other than contingent indemnification obligations and obligations in respect of secured cash management services (including Secured Cash Management Obligations)) have been paid in full and all Pari Passu Documents have been discharged.

(b) A Borrower Subsidiary Grantor shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Borrower Subsidiary Grantor shall be automatically released upon the release of such Guarantor from its Loan Guarantee pursuant to Section 4.11 of the Guarantee Agreement.

(c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted by, and in accordance with, Section 7.22 of the Credit Agreement (other than a sale or other transfer to a Grantor), the security interest in such Collateral shall be automatically released.

(d) The pledge of the capital stock and other Equity Interests of the Borrower pursuant to Section 2.01 shall automatically be released, and all such Pledged Collateral shall be returned to its owner, upon the consummation of a Qualified DOV MLP IPO.

(e) Upon the consummation of each Event of Loss Offer in accordance with Section 4.02 of the Credit Agreement, the security interest in any remaining Excess Loss Proceeds shall be automatically released.

(f) In connection with any termination or release pursuant to paragraph (a), (b), (c), (d) or (e) of this Section 5.11, the Pari Passu Collateral Agent shall execute and deliver to any Grantor, at such Grantor's written request and sole expense, all documents that such Grantor shall reasonably request to evidence such termination or release; provided that (i) at the time of such request and such release no Default shall have occurred and be continuing as certified in

writing by such Grantor and (ii) such Grantor shall have delivered to the Pari Passu Collateral Agent, at least 10 Business Days (or such shorter period as the Pari Passu Collateral Agent may agree) prior to the date of the proposed release, a written request for release describing the item of Collateral or Grantor and the terms of the transaction in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Pari Passu Collateral Agent and a certificate of an officer of such Grantor certifying that the transaction is in compliance with the Pari Passu Documents and as to such other matters as the Pari Passu Collateral Agent may reasonably request and (iii) the proceeds of any such transaction required to be applied, or any payment to be made in connection therewith, in accordance with Section 7.22 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Pari Passu Collateral Agent when and as required under Section 7.22 of the Credit Agreement. Any execution and delivery of documents pursuant to this Section 5.11 shall be without recourse to or warranty by the Pari Passu Collateral Agent.

SECTION 5.12. Additional Subsidiaries. Pursuant to Section 7.07 of the Credit Agreement (or any equivalent section of any other Pari Passu Document), certain Subsidiaries not a party hereto on the Effective Date are required to enter into this Agreement as a Grantor thereafter. Upon the execution and delivery by the Pari Passu Collateral Agent and any such Subsidiary of a Supplement, such Subsidiary shall become a Borrower Subsidiary Grantor and a Grantor hereunder, with the same force and effect as if originally named as such herein. The execution and delivery of any Supplement shall not require the consent of any other Grantor. The rights and obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Borrower Subsidiary Grantor as a party to this Agreement.

SECTION 5.13. Further Assurances. Each of the Parent and the Borrower Subsidiary Grantors shall take all actions necessary in order to satisfy the requirements set forth in the definition of "Collateral and Guarantee Requirement" in the Credit Agreement.

SECTION 5.14. Pari Passu Collateral Agent's Duties. (a) The powers conferred on the Pari Passu Collateral Agent hereunder are solely to protect the Secured Parties' interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Pari Passu Collateral Agent shall have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not any Secured Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral. The Pari Passu Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which it accords its own property.

(b) The Pari Passu Collateral Agent shall not have any duties or obligations except those to which the Pari Passu Collateral Agent expressly agrees in the Pari Passu Documents. Without limiting the generality of the foregoing, (i) the Pari Passu Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing and (ii) the Pari Passu Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Pari Passu Documents that the Pari Passu Collateral Agent is expressly required under the terms of the Pari Passu Documents to exercise upon direction by the Directing Party. The Pari Passu Collateral Agent shall take such actions and exercise such remedies hereunder and under the other Pari Passu Documents as it is from time to time directed, in writing, to take or exercise by the Directing Party; provided that the Pari Passu Collateral Agent shall not be obligated to take any such action that adversely affects the rights, duties, liabilities or immunities of the Pari Passu Collateral Agent (and subject to the terms of the Pari Passu Documents). The Pari Passu Collateral Agent shall be entitled to rely conclusively, without any independent investigation whatsoever, and shall be fully protected in so relying, on any direction, instruction or consent of the Directing Party, if such direction, instruction or consent is purported to be given on behalf of the Directing Party. The Pari Passu Collateral Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Directing Party or in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final non-appealable decision. In no event shall the Pari Passu Collateral Agent be liable, directly or indirectly, for any special, indirect, punitive or consequential damages (including, but not limited to, loss of profit), even if the Pari Passu Collateral Agent has been advised of the possibility of such damages.

(c) Anything contained herein to the contrary notwithstanding, with written notice to the Grantors, to the extent practicable, the Pari Passu Collateral Agent may from time to time appoint one or more subagents (each a "Subagent") for the Pari Passu Collateral Agent hereunder with respect to all or any part of the Collateral. In the event that the Pari Passu Collateral Agent so appoints any Subagent with respect to any Collateral, (i) the assignment and pledge of such Collateral and the security interest granted in such Collateral by each Grantor hereunder shall be deemed for purposes of this Agreement to have been made to such Subagent, in addition to the Pari Passu Collateral Agent, for the benefit of the Secured Parties, as security for the Pari Passu Obligations of such Grantor, (ii) such Subagent shall automatically be vested, in addition to the Pari Passu Collateral Agent, with all rights, powers, privileges, interests and remedies of the Pari Passu Collateral Agent hereunder with respect to such Collateral, and (iii) the term "Pari Passu Collateral Agent," when used herein in relation to any rights, powers, privileges, interests and remedies of the Pari Passu Collateral Agent with respect to such Collateral, shall include such Subagent; provided, however, that no such Subagent shall be authorized to take any action with respect to any such Collateral unless and except to the extent expressly authorized in writing by the

Pari Passu Collateral Agent. The Pari Passu Collateral Agent shall not be responsible for misconduct or negligence on the part of any Subagent appointed with due care by it hereunder.

(d) All expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping any Collateral, all Taxes payable with respect to any Collateral (including any sale thereof), and all other payments required to be made by the Pari Passu Collateral Agent to any Person to realize upon any Collateral, shall be borne and paid by the Grantors. The Pari Passu Collateral Agent shall not be liable or responsible in any way for the safekeeping of any Collateral, for any loss or damage thereto (except for reasonable care in its custody while Collateral is in the Pari Passu Collateral Agent actual possession), for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency or other Person whatsoever, but the same shall be at the Grantors' sole risk.

(e) Except as expressly provided for herein, and subject to its right to reimbursement upon demand, the Pari Passu Collateral Agent shall not be required to expend or risk any of its own funds or otherwise incur any liability, financial or otherwise, in the performance of any of its duties hereunder or under any other Pari Passu Document.

(f) The Pari Passu Collateral Agent shall not be deemed to have actual, constructive, direct or indirect knowledge or notice of the occurrence of any Default or Event of Default unless and until the Pari Passu Collateral Agent has received a written notice or a certificate from or on behalf of a Grantor, Lender or a holder of Other Pari Passu Obligations stating that a Default or Event of Default has occurred. The Pari Passu Collateral Agent shall have no obligation whatsoever either prior to or after receiving such notice or certificate to inquire whether a Default or Event of Default has in fact occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any notice or certificate so furnished to it. The Pari Passu Collateral Agent may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it in its sole discretion against its reasonable costs, expenses and liabilities which might be incurred by it in performing such duty or exercising such right or power, including an advance of moneys necessary to take the action requested. The Pari Passu Collateral Agent shall be under no obligation or duty to take any action under this Agreement or any of the other Pari Passu Documents or otherwise if taking such action (x) would subject the Pari Passu Collateral Agent to a tax in any jurisdiction where it is not then subject to a tax or (y) would require the Pari Passu Collateral Agent to qualify to do business in any jurisdiction where it is not then so qualified.

(g) The Pari Passu Collateral Agent may consult with legal counsel of its own choosing as to any matter relating to this Agreement, and the Pari Passu Collateral Agent shall not incur any liability in acting in good faith in accordance with any advice from such counsel.

(h) Following receipt of a written request from a Secured Party, the Pari Passu Collateral Agent shall provide any written reports that it has received from any Loan Party to such Secured Party.

SECTION 5.15. Force Majeure. The Pari Passu Collateral Agent shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Pari Passu Collateral Agent (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism, or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communications facility).

SECTION 5.16. Pari Passu Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby appoints the Pari Passu Collateral Agent the attorney-in-fact of such Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Pari Passu Collateral Agent may deem necessary for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Pari Passu Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Notwithstanding the foregoing, the Pari Passu Collateral Agent shall only have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Pari Passu Collateral Agent's name or in the name of such Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or bill of lading relating to any of the Collateral; (d) to send verifications of Accounts to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Pari Passu Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Pari Passu Collateral Agent were the absolute owner of the Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Pari Passu Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Pari Passu Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Pari Passu Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Grantor for

any act or failure to act hereunder, except for their own gross negligence or wilful misconduct.

SECTION 5.17. USA PATRIOT Act. The parties hereto acknowledge that in order to help the United States government fight the funding of terrorism and money laundering activities, pursuant to Federal regulations that became effective on October 1, 2003 (Section 326 of the USA PATRIOT Act), the USA PATRIOT Act requires all financial institutions to obtain, verify, record and update information that identifies each person establishing a relationship or opening an account. Each Grantor agrees that it will provide to the Pari Passu Collateral Agent such information as it may request, from time to time, in order for the Pari Passu Collateral Agent to satisfy the requirements of the USA PATRIOT Act, including but not limited to the name, address, tax identification number and other information that will allow it to identify the individual or entity who is establishing the relationship or opening the account and may also ask for formation documents such as articles of incorporation or other identifying documents to be provided.

SECTION 5.18. Joinder Agreements. If at any time holders of Pari Passu Obligations wish to become a party hereto, such holders (or their applicable representatives or agents) shall execute a Joinder Agreement and shall thereafter for all purposes be Secured Parties hereunder and have the same rights, benefits and obligations as if they had been a Secured Party on the Effective Date.

SECTION 5.19. Third Party Beneficiaries. For the avoidance of doubt, the parties hereto intend that holders of Secured Hedging Obligations and Secured Cash Management Obligations shall be, and such holders are, intended third party beneficiaries of this Agreement.

SECTION 5.20. INTERCREDITOR AGREEMENT GOVERNS. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN THE EVENT THAT THE INTERCREDITOR AGREEMENT IS ENTERED INTO, THE SECURITY INTERESTS CREATED HEREUNDER, THE POSSESSION OF ANY PLEDGED COLLATERAL AND THE EXERCISE OF ANY RIGHT OR REMEDY (INCLUDING THE DISPOSITION OF ANY COLLATERAL) BY THE PARI PASSU COLLATERAL AGENT OR THE OTHER SECURED PARTIES HEREUNDER, WILL BE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT, AND IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND THIS AGREEMENT, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL CONTROL.

[Signature Pages Follow]

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

		DRILLSHIPS OCEAN VENTURES INC., as the Borrower
		by
			/s/ Solon Drakoulis
			Name: Solon Drakoulis
			Title: Attorney-in-fact

		DRILLSHIPS VENTURES PROJECTS INC., as Finco
		by
			/s/ Solon Drakoulis
			Name: Solon Drakoulis
			Title: Attorney-in-fact

		OCEAN RIG UDW INC., as Parent
		by
			/s/ Solon Drakoulis
			Name: Solon Drakoulis
			Title: Attorney-in-fact

		DRILLSHIPS OCEAN VENTURES OPERATIONS INC.,
		By
			/s/ Solon Drakoulis
			Name: Solon Drakoulis
			Title: Attorney-in-fact