Common use of Certain Limited Exceptions Clause in Contracts

Certain Limited Exceptions. No security interest is or will be granted pursuant to this Agreement or any other First Lien Security Document in any right, title or interest of any Grantor under or in, and “Personal Property Collateral”, “Real Property Collateral” and “Pledged Collateral” shall not include, the following (collectively, the “Excluded Assets”): (1) any fee interest in owned real property (including Fixtures related thereto) if the fair market value of such fee interest is less than $5,000,000 individually; (2) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (3) any Vehicles, any assets subject to certificate of title and any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other assets constituting a part thereof; (4) Foreign Intellectual Property; (5) Letter-of-Credit Rights and Commercial Tort Claims individually with a value of less than $10,000,000; (6) any assets specifically requiring perfection through control agreements (including cash, cash equivalents, deposit accounts or other bank or securities accounts), other than (i) any assets in which a security interest is automatically perfected by filings under the UCC and (ii) Pledged Stock; (7) margin stock and those assets over which the granting of security interests in such assets would be prohibited by contract, applicable law or regulation or the organizational or joint venture documents of any non-wholly owned Subsidiary (including permitted liens, leases and licenses) (in each case, after giving effect to the applicable anti-assignment provisions of the UCC, other than Proceeds and receivables thereof to the extent that their assignment is expressly deemed effective under the UCC notwithstanding such prohibitions) or to the extent that such security interests would result in material adverse tax consequences (including as a result of the operation of Section 956 of the Code or any similar Law in any applicable jurisdiction) as reasonably determined by the Company and notified in writing to the Administrative Agent (it being understood that neither the Company nor any of its Subsidiaries shall be required to enter into any security agreements or pledge agreements governed by foreign law); (8) Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the definition of Pledged Stock; (9) any property (and/or related rights and/or assets) that would otherwise be included in the Collateral (and such property (and/or related rights and/or assets) shall not be deemed to constitute a part of the Collateral) if such property has been sold or otherwise transferred in connection with a Qualified Securitization Financing permitted by the Secured First Lien Agreements, or a disposition (including a disposition pursuant to a sale and lease-back or other financing transaction) permitted by the First Lien Secured Agreements provided that, notwithstanding the foregoing, a security interest of the Collateral Agent shall attach to any money, securities or other consideration received by any Grantor as consideration for the sale or other disposition of such property as and to the extent such consideration would otherwise constitute Collateral; (10) assets to the extent the granting or perfecting of a security interest in such assets would result in costs or other consequences to Holdings or any of its Subsidiaries as reasonably determined by the Company and the Administrative Agent that are excessive in view of the benefits that would be obtained by the Secured First Lien Parties; (11) any money, cash, checks, other negotiable instruments, funds and other evidence of payment held in any Deposit Account of the Company or any of its Subsidiaries in the nature of a security deposit with respect to obligations for the benefit of the Company or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (12) any asset held for sale or other disposition following an acquisition of any assets, business or Person, that (in the good faith determination of the Company) would not be material to the business or operations of the Company and its Subsidiaries; provided that such asset so held shall be sold or otherwise disposed of within 180 days of the consummation of such acquisition (as may be extended by the Collateral Agent in its reasonable discretion); (13) any Instruments, Contracts, Chattel Paper, General Intangibles, Goods, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons (other than Holdings), a Subsidiary of Holdings or the Company or an Affiliate of any of the foregoing (collectively, “Restrictive Agreements”) that would otherwise be included in the Collateral (and such Restrictive Agreements shall not be deemed to constitute a part of the Collateral) for so long as, and to the extent that, the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the extent that, pursuant to the UCC or other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements); (14) any Equipment or other property that would otherwise be included in the Collateral (and such Equipment or other property shall not be deemed to constitute a part of the Collateral) if such Equipment or other property (x) is subject to a Lien described in clause (19)(B) or clause (25) of the definition of “Permitted Liens” in the Term Loan Credit Agreement securing Indebtedness incurred pursuant to Section 8.1(b)(iv) of the Term Loan Credit Agreement and any refinancing thereof permitted by Section 8.01(b)(xiii) (or any corresponding provisions of any other Secured First Lien Agreement) or (y) is subject to any Lien described in clause (27)(A) of the definition of “Permitted Liens” (or any corresponding provision of any other First Lien Secured Agreement); (15) any assets or property of Holdings, other than the Pledged Stock of the Company; and (16) any Goods in which a security interest is not perfected by filing a financing statement in the applicable Grantor’s jurisdiction of organization.

Certain Limited Exceptions. No security interest is or will be granted pursuant to this Agreement or any other First Lien Security Document in any right, title or interest of any U.S. Grantor under or in, and “Personal Property Collateral”, “Real Property Collateral” and “Pledged Collateral” shall not include, include the following (collectively, the “Excluded Assets”): (1) any fee interest in owned real property (including Fixtures related thereto) if the fair market value of such fee interest is less than $5,000,000 individually; (2) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (3) any Vehicles, any assets subject to certificate of title and any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other assets constituting a part thereof; (4) Foreign Intellectual Property; (5) Letter-of-Credit Rights and Commercial Tort Claims individually with a value of less than $10,000,000; (6) any assets specifically requiring perfection through control agreements (including cash, cash equivalents, deposit accounts or other bank or securities accounts), other than (i) any assets in which a security interest is automatically perfected by filings under the UCC and (ii) Pledged Stock; (7) margin stock and those assets over which the granting of security interests in such assets would be prohibited by contract, applicable law or regulation or the organizational or joint venture documents of any non-wholly owned Subsidiary (including permitted liens, leases and licenses) (in each case, after giving effect to the applicable anti-assignment provisions of the UCC, other than Proceeds and receivables thereof to the extent that their assignment is expressly deemed effective under the UCC notwithstanding such prohibitions) or to the extent that such security interests would result in material adverse tax consequences (including as a result of the operation of Section 956 of the Code or any similar Law in any applicable jurisdiction) as reasonably determined by the Company and notified in writing to the Administrative Agent (it being understood that neither the Company nor any of its Subsidiaries shall be required to enter into any security agreements or pledge agreements governed by foreign law); (8) Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the definition of Pledged Stock; (9) any property (and/or related rights and/or assets) that would otherwise be included in the Collateral (and such property (and/or related rights and/or assets) shall not be deemed to constitute a part of the Collateral) if such property has been sold or otherwise transferred in connection with a Qualified Securitization Financing permitted by the Secured First Lien Agreements, or a disposition (including a disposition pursuant to a sale and lease-back or other financing transaction) permitted by the First Lien Secured Agreements provided that, notwithstanding the foregoing, a security interest of the Collateral Agent shall attach to any money, securities or other consideration received by any Grantor as consideration for the sale or other disposition of such property as and to the extent such consideration would otherwise constitute Collateral; (10) assets to the extent the granting or perfecting of a security interest in such assets would result in costs or other consequences to Holdings or any of its Subsidiaries as reasonably determined by the Company and the Administrative Agent that are excessive in view of the benefits that would be obtained by the Secured First Lien Parties; (11) any money, cash, checks, other negotiable instruments, funds and other evidence of payment held in any Deposit Account of the Company or any of its Subsidiaries in the nature of a security deposit with respect to obligations for the benefit of the Company or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (12) any asset held for sale or other disposition following an acquisition of any assets, business or Person, that (in the good faith determination of the Company) would not be material to the business or operations of the Company and its Subsidiaries; provided that such asset so held shall be sold or otherwise disposed of within 180 days of the consummation of such acquisition (as may be extended by the Collateral Agent in its reasonable discretion); (13a) any Instruments, Contracts, Chattel Paper, General Intangibles, Goods, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons (other than Holdings)Holding, a Subsidiary of Holdings or Holding, the Company Parent Borrower, a Restricted Subsidiary or an Affiliate of any of the foregoing thereof (collectively, “Restrictive Agreements”) that would otherwise be included in the Security Collateral (and such Restrictive Agreements shall not be deemed to constitute a part of the Security Collateral) for so long as, and to the extent that, the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the extent that, pursuant to the UCC or Code and any other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements); (14b) any Equipment or other property that would otherwise be included in the Security Collateral (and such Equipment or other property shall not be deemed to constitute a part of the Security Collateral) if such Equipment or other property (x) is subject to a Lien described in clause subsection 8.2(e) (19)(Bwith respect to Purchase Money Obligations or Capitalized Lease Obligations) or clause 8.2(n) (25with respect to such Liens described in such subsection 8.2(e) of the definition of “Permitted Liens” in the Term Loan ABL Credit Agreement securing Indebtedness incurred pursuant to Section 8.1(b)(ivAgreement) of the Term Loan ABL Credit Agreement and any refinancing thereof permitted by Section 8.01(b)(xiii) to the extent that the agreements governing such Purchase Money Obligations or Capitalized Lease Obligations prohibit the granting of a security interest to the ABL Collateral Agent hereunder (or any corresponding provisions of any other Secured First Lien Agreementbut in each case only for so long as such Liens are in place) or (y) is subject to any Lien described in clause (27)(Arespect of Hedging Obligations permitted by subsection 8.2(d) of the definition ABL Credit Agreement that do not constitute Secured Bank Product Obligations of “Permitted Liens” the ABL Credit Agreement to the extent that the agreements governing such Hedging Obligations prohibit the granting of a security interest to the ABL Collateral Agent hereunder (but in each case only for so long as such Liens are in place), and, in the case of such other property, such other property consists solely of (i) cash, Cash Equivalents or Temporary Cash Investments, together with proceeds, dividends and distributions in respect thereof, (ii) any corresponding provision of assets relating to such assets, proceeds, dividends or distributions, or to such Hedging Obligations, and/or (iii) any other First Lien Secured Agreementassets consisting of, relating to or arising under or in connection with (1) any Hedging Obligations or (2) any other agreements, instruments or documents related to any such Hedging Obligations or to any of the assets referred to in any of subclauses (i) through (iii) of this subclause (y); (15c) any property that (A) would otherwise be included in the Security Collateral (and such property shall not be deemed to constitute a part of the Security Collateral) if such property has been sold or otherwise transferred in connection with a Sale and Leaseback Transaction or (B) is subject to any Liens permitted under subsection 8.2 of the ABL Credit Agreement which relates to property subject to any such Sale and Leaseback Transaction or general intangibles related thereto (but only for so long as such Liens are in place), provided that, notwithstanding the foregoing, a security interest of the Collateral Agent shall attach to any money, securities or other consideration received by any U.S. Grantor as consideration for the sale or other disposition of such property as and to the extent such consideration would otherwise constitute Security Collateral; (d) each U.S. Pledgor acknowledges that certain of the Pledged Collateral of such U.S. Pledgor may now or in the future consist of ULC Shares, and that it is the intention of the ABL Collateral Agent and each U.S. Pledgor that neither the ABL Collateral Agent nor any other Secured Party should under any circumstances prior to realization be held to be a “member” or “shareholder,” as applicable, of a ULC for the purposes of any ULC Laws. Therefore, notwithstanding any provisions to the contrary contained in this Agreement, the ABL Credit Agreement or any other Loan Document, where a U.S. Pledgor is the registered and beneficial owner of ULC Shares which are Pledged Collateral of such U.S. Pledgor, such U.S. Pledgor will remain the sole registered and beneficial owner of such ULC Shares until such time as such ULC Shares are effectively transferred into the name of the ABL Collateral Agent, any other Secured Party, or any other Person on the books and records of the applicable ULC. Accordingly, each U.S. Pledgor shall be entitled to receive and retain for its own account any dividend or other distribution, if any, in respect of such ULC Shares (except for any dividend or distribution comprised of share certificates representing Pledged Collateral, which shall be delivered to the Collateral Representative to hold as Pledged Collateral hereunder) and shall have the right to vote such ULC Shares and to control the direction, management and policies of the applicable ULC to the same extent as such U.S. Pledgor would if such ULC Shares were not pledged to the ABL Collateral Agent pursuant hereto. Nothing in this Agreement, the ABL Credit Agreement or any other Loan Document is intended to, and nothing in this Agreement, the ABL Credit Agreement or any other Loan Document shall, constitute the ABL Collateral Agent, any other Secured Party, or any other Person other than the applicable U.S. Pledgor, a member or shareholder of a ULC for the purposes of any ULC Laws (whether listed or unlisted, registered or beneficial), until such time as notice is given to such U.S. Pledgor and further steps are taken pursuant hereto or thereto so as to register the ABL Collateral Agent, any other Secured Party, or such other Person, as specified in such notice, as the holder of the ULC Shares. To the extent any provision hereof would have the effect of constituting the ABL Collateral Agent or any other Secured Party as a member or a shareholder, as applicable, of any ULC prior to such time, such provision shall be severed herefrom and shall be ineffective with respect to ULC Shares which are Pledged Collateral of any U.S. Pledgor, without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Pledged Collateral of any U.S. Pledgor which is not ULC Shares. Except upon the exercise of rights of the ABL Collateral Agent to sell, transfer or otherwise dispose of ULC Shares in accordance with this Agreement, each U.S. Pledgor shall not cause or permit, or enable an Issuer that is a ULC to cause or permit, the ABL Collateral Agent or any other Secured Party to: (a) be registered as a shareholder or member of such Issuer; (b) have any notation entered in their favor in the share register of such Issuer; (c) be held out as shareholders or members of such Issuer; (d) receive, directly or indirectly, any dividends, property or other distributions from such Issuer by reason of the ABL Collateral Agent holding the security interests over the ULC Shares; or (e) act as a shareholder of such Issuer, or exercise any rights of a shareholder including the right to attend a meeting of shareholders of such Issuer or to vote its ULC Shares; (e) Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the definition of Pledged Stock; (f) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (g) any fee interest in owned real property (including Fixtures related thereto) if the fair market value of such fee interest is less than the Dollar Equivalent of $25,000,000 individually; (h) any Vehicles and any assets subject to a certificate of title; (i) Letter-of-Credit Rights individually with a value of less than $7,500,000 (other than Letter-of-Credit Rights (i) to the extent such Letter-of-Credit Rights are Supporting Obligations in respect of Collateral and (ii) in which a security interest is automatically perfected by filings under the Code; provided that, notwithstanding any other provision of this Agreement or any other Loan Document, neither the Parent Borrower nor any U.S. Grantor will be required to confer perfection by control over any such Letter-of-Credit Rights) and Commercial Tort Claims individually with a value of less than $20,000,000; (j) assets to the extent the granting or perfecting of a security interest in such assets would result in costs or other consequences to Holding or any of its Subsidiaries as reasonably determined in writing by the Parent Borrower, the Administrative Agent and, to the extent such assets would otherwise constitute ABL Priority Collateral, the ABL Collateral Agent, that are excessive in view of the benefits that would be obtained by the Secured Parties; (k) those assets over which the granting of security interests in such assets would be prohibited by contract permitted under the ABL Credit Agreement, applicable law or regulation or the organizational or joint venture documents of any non-wholly owned Subsidiary (after giving effect to Sections 9-406(d), 9-407(a), 9-408(a) or 9-409 of the Code (or any successor provision or provisions) as in effect in any relevant jurisdiction, or any other applicable law (including the Bankruptcy Code) or principles of equity), or to the extent that such security interests would result in material adverse tax consequences to the Parent Borrower or any one or more of its Subsidiaries as reasonably determined in writing by the Parent Borrower and consented to in writing by the ABL Collateral Agent (it being understood that the Lenders shall not require the Parent Borrower or any of its subsidiaries to enter into any security agreements or pledge agreements governed by foreign law); (l) Foreign Intellectual Property; (m) any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other assets constituting a part thereof; (n) any Capital Stock and other securities of a Subsidiary of the Parent Borrower to the extent that the pledge of or grant of any other Lien on such Capital Stock and other securities for the benefit of the holders of securities results in Holding, the Parent Borrower or any of its Restricted Subsidiaries being required to file separate financial statements of such Subsidiary with the SEC (or any other governmental authority) pursuant to either Rule 3-10 or 3-16 of Regulation S-X under the Securities Act, or any other law, rule or regulation as in effect from time to time, but only to the extent necessary to not be subject to such requirement; and (o) any assets or property of HoldingsHolding, other than the Pledged Stock of the Company; and (16) any Goods in which a security interest is not perfected by filing a financing statement in the applicable Grantor’s jurisdiction of organizationParent Borrower.

Certain Limited Exceptions. No security interest is or will be granted pursuant to this Agreement or any other First Lien Security Document in any right, title or interest of any Grantor Granting Party under or in, and “Personal Property Collateral”, “Real Property Collateral” and “Pledged Collateral” shall not include, include the following (collectively, the “Excluded Assets”): (1) any fee interest in owned real property (including Fixtures related thereto) if the fair market value of such fee interest is less than $5,000,000 individually; (2) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (3) any Vehicles, any assets subject to certificate of title and any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other assets constituting a part thereof; (4) Foreign Intellectual Property; (5) Letter-of-Credit Rights and Commercial Tort Claims individually with a value of less than $10,000,000; (6) any assets specifically requiring perfection through control agreements (including cash, cash equivalents, deposit accounts or other bank or securities accounts), other than (i) any assets in which a security interest is automatically perfected by filings under the UCC and (ii) Pledged Stock; (7) margin stock and those assets over which the granting of security interests in such assets would be prohibited by contract, applicable law or regulation or the organizational or joint venture documents of any non-wholly owned Subsidiary (including permitted liens, leases and licenses) (in each case, after giving effect to the applicable anti-assignment provisions of the UCC, other than Proceeds and receivables thereof to the extent that their assignment is expressly deemed effective under the UCC notwithstanding such prohibitions) or to the extent that such security interests would result in material adverse tax consequences (including as a result of the operation of Section 956 of the Code or any similar Law in any applicable jurisdiction) as reasonably determined by the Company and notified in writing to the Administrative Agent (it being understood that neither the Company nor any of its Subsidiaries shall be required to enter into any security agreements or pledge agreements governed by foreign law); (8) Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the definition of Pledged Stock; (9) any property (and/or related rights and/or assets) that would otherwise be included in the Collateral (and such property (and/or related rights and/or assets) shall not be deemed to constitute a part of the Collateral) if such property has been sold or otherwise transferred in connection with a Qualified Securitization Financing permitted by the Secured First Lien Agreements, or a disposition (including a disposition pursuant to a sale and lease-back or other financing transaction) permitted by the First Lien Secured Agreements provided that, notwithstanding the foregoing, a security interest of the Collateral Agent shall attach to any money, securities or other consideration received by any Grantor as consideration for the sale or other disposition of such property as and to the extent such consideration would otherwise constitute Collateral; (10) assets to the extent the granting or perfecting of a security interest in such assets would result in costs or other consequences to Holdings or any of its Subsidiaries as reasonably determined by the Company and the Administrative Agent that are excessive in view of the benefits that would be obtained by the Secured First Lien Parties; (11) any money, cash, checks, other negotiable instruments, funds and other evidence of payment held in any Deposit Account of the Company or any of its Subsidiaries in the nature of a security deposit with respect to obligations for the benefit of the Company or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (12) any asset held for sale or other disposition following an acquisition of any assets, business or Person, that (in the good faith determination of the Company) would not be material to the business or operations of the Company and its Subsidiaries; provided that such asset so held shall be sold or otherwise disposed of within 180 days of the consummation of such acquisition (as may be extended by the Collateral Agent in its reasonable discretion); (13a) any Instruments, Contracts, Chattel Paper, General Intangibles, Goods, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons (other than Holdings), a Subsidiary of Holdings or the Company Borrower or an Affiliate of any of the foregoing foregoing, (collectively, “Restrictive Agreements”) that would otherwise be included in the Security Collateral (and such Restrictive Agreements shall not be deemed to constitute a part of the Security Collateral) for so long as, and to the extent that, the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the extent that, pursuant to the UCC Code or other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements); (14b) any Equipment or other property that would otherwise be included in the Security Collateral (and such Equipment or other property shall not be deemed to constitute a part of the Security Collateral) if such Equipment or other property (x) (A) is subject to a Lien described in Subsection 8.14(d) or (e) (with respect to a Lien described in Subsection 8.14(d)) of the Senior ABL Facility Agreement (or any corresponding section of any Additional ABL Credit Facility) or (B) is subject to a Lien described in clause (19)(Bh) with respect to Purchase Money Obligations and Capitalized Lease Obligations or (o) (with respect to such Liens described in clause (25h)) of the definition of “Permitted Liens” in the Term Loan Credit Agreement securing Indebtedness incurred pursuant to Section 8.1(b)(iv) of the Term Loan Credit Agreement and any refinancing thereof permitted by Section 8.01(b)(xiii) (or any corresponding provisions of any other Secured First Lien Agreement) or (y) (A) is subject to any Lien in described in Subsection 8.14(q) of the Senior ABL Facility Agreement (or any corresponding section of any Additional ABL Credit Facility) or (B) is subject to any Lien in respect of Hedging Obligations (as defined in the Credit Agreement) permitted by Subsection 8.6 of the Credit Agreement as a “Permitted Lien” pursuant to clause (27)(Ah) of the definition thereof in the Credit Agreement (but in each case only for so long as such Liens are in place), and such Equipment or other property consists solely of (i) cash, Cash Equivalents or Temporary Cash Investments, together with proceeds, dividends and distributions in respect thereof, (ii) any assets relating to such assets, proceeds, dividends or distributions or to any Hedging Obligations, and/or (iii) any other assets consisting of, relating to or arising under or in connection with (1) any Interest Rate Agreements, Currency Agreements or Commodities Agreements or (2) any other agreements, instruments or documents related to any Hedging Obligations or to any of the assets referred to in any of subclauses (i) through (iii) of this subclause (B); (c) any property (and/or related rights and/or assets) that (A) would otherwise be included in the Security Collateral (and such property (and/or related rights and/or assets) shall not be deemed to constitute a part of the Security Collateral) if such property has been sold or otherwise transferred in connection with a Sale and Leaseback Transaction permitted under Subsection 8.5 of the Senior ABL Facility Agreement (or any corresponding section of any Additional ABL Credit Facility) or clause (x) of the definition of “Permitted LiensAsset Disposition” in the Credit Agreement, or (B) is subject to any Liens permitted under Subsection 8.14 of the Senior ABL Facility (or any corresponding provision section of any Additional ABL Credit Facility) or Subsection 8.6 of the Credit Agreement which relates to property subject to any such Sale and Leaseback Transaction or general intangibles related thereto (but only for so long as such Liens are in place), provided that notwithstanding the foregoing, a security interest of the Collateral Agent shall attach to any money, securities or other First Lien Secured consideration received by any Grantor as consideration for the sale or other disposition of such property as and to the extent such consideration would otherwise constitute Security Collateral; (d) Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the definition of Pledged Stock; (e) Capital Stock that constitutes de minimis shares of a Foreign Subsidiary held by any Granting Party as a nominee or in a similar capacity; (f) any Money, cash, checks, other negotiable instruments, funds and other evidence of payment held in any Deposit Account of the Borrower or any of its Subsidiaries in the nature of a security deposit with respect to obligations for the benefit of the Borrower or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (g) the Merger Agreement and any rights therein or arising thereunder (except any proceeds of the Merger Agreement); (15h) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (i) any fee interest in owned real property (including Fixtures related thereto) if the fair market value of such fee interest is less than $5,000,000 individually; (j) (x) any assets subject to certificate of title (other than Vehicles) and (y) any Vehicles owned by a Grantor that are subject to an agreement with a Governmental Authority that validly prohibits the creation of a security interest or property lien thereon or which would be breached or give any party the right to terminate it as a result of Holdingscreation of a security interest or lien, including, without limitation, any restrictions related to any Municipal Contract Liens; (k) Letter-of-Credit Rights and Commercial Tort Claims individually with a value of less than $3,000,000; (l) assets to the extent the granting or perfecting of a security interest in such assets would result in costs or other consequences to Holdings or any of its Subsidiaries as reasonably determined in writing by the Borrower, the Administrative Agent and, to the extent such assets would otherwise constitute Term Priority Collateral, the Collateral Agent, that are excessive in view of the benefits that would be obtained by the Secured Parties; (m) those assets over which the granting of security interests in such assets would be prohibited by contract permitted under the Credit Agreement, applicable law or regulation or the organizational or joint venture documents of any non-wholly owned Subsidiary (including permitted liens, leases and licenses) (in each case, after giving effect to the applicable anti-assignment provisions of the Code, other than proceeds and receivables thereof to the Pledged Stock extent that their assignment is expressly deemed effective under the Code notwithstanding such prohibitions), or to the extent that such security interests would result in material adverse tax consequences as reasonably determined in writing by the Borrower and consented to by the Collateral Agent (such consent not to be unreasonably withheld or delayed) (it being understood that the Lenders shall not require the Borrower or any of its subsidiaries to enter into any security agreements or pledge agreements governed by foreign law); (n) any assets specifically requiring perfection through control agreements (including cash, deposit accounts or other bank or securities accounts) other than Loan Party DDAs, Loan Party Concentration Accounts, the Core Concentration Account and Blocked Accounts (in each case only to the extent required pursuant to Subsection 4.16 of the CompanySenior ABL Facility Agreement (or any corresponding section of any Additional ABL Credit Facility), provided that no Loan Party shall be required to enter into a control agreement covering any Government Receivables Deposit Accounts); (o) Foreign Intellectual Property; (p) any aircraft, airframes, aircraft engines or helicopters, or any Equipment or other assets constituting a part thereof; (q) any Excluded Vehicles; (r) any property that would not otherwise be ABL Priority Collateral and is an Excluded Asset (as such term is defined in the Term Loan Collateral Agreement); and (16s) any Goods in which Capital Stock and other securities of a security interest is not perfected by filing a financing statement Subsidiary to the extent that the pledge of or grant of any other Lien on such Capital Stock and other securities for the benefit of the holders of Additional Term Obligations incurred in the applicable form of notes (or the holders of any notes that restructure, refund, replace or refinance the Term Loans or such Additional Term Obligations) results in the Company being required to file separate financial statements of such Subsidiary with the Securities and Exchange Commission (or any other governmental authority) pursuant to either Rule 3-10 or 3-16 of Regulation S-X under the Securities Act, or any other law, rule or regulation as in effect from time to time, but only to the extent necessary to not be subject to such requirement. For the avoidance of doubt, if any Grantor receives any payment or other amount under the Merger Agreement, such payment or other amount shall constitute Collateral when and if actually received by such Grantor’s jurisdiction , to the extent set forth in Subsection 3.1. For purposes of organizationthis Subsection 3.3, the terms “Commodities Agreements”, “Currency Agreements”, “Hedging Obligations”, and “Interest Rate Agreements” shall have the meanings given to such terms in the ABL/Term Loan Intercreditor Agreement.

Certain Limited Exceptions. No security interest is or will be granted pursuant to this Agreement or any other First Lien Security Document in any right, title or interest of any Grantor Granting Party under or in, and “Personal Property Collateral”, “Real Property Collateral” and “Pledged Collateral” shall not include, include the following (collectively, the “Excluded Assets”): (1a) any fee interest Instruments, Contracts, Chattel Paper, General Intangibles, Goods, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons other than Holdings, a Subsidiary of Holdings or the Borrower or an Affiliate of any of the foregoing (collectively, “Restrictive Agreements”) that would otherwise be included in owned real property the Security Collateral (including Fixtures related theretoand such Restrictive Agreements shall not be deemed to constitute a part of the Security Collateral) if for so long as, and to the fair market value extent that, the granting of such fee interest is less than $5,000,000 individually; (2) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (3) any Vehicles, any assets subject to certificate of title and any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other assets constituting a part thereof; (4) Foreign Intellectual Property; (5) Letter-of-Credit Rights and Commercial Tort Claims individually with a value of less than $10,000,000; (6) any assets specifically requiring perfection through control agreements (including cash, cash equivalents, deposit accounts or other bank or securities accounts), other than (i) any assets in which a security interest is automatically perfected by filings under pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the UCC extent that, pursuant to the Code and (ii) Pledged Stock; (7) margin stock and those assets over which any other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements); (b) any Equipment or other property that would otherwise be included in the Security Collateral (and such Equipment or other property shall not be deemed to constitute a part of the Security Collateral) if such Equipment or other property (x) is subject to a Lien described in clause (h) (with respect to Purchase Money Obligations or Capitalized Lease Obligations) or (o) (with respect to such Liens described in such assets would be prohibited by contract, applicable law clause (h)) of the definition of “Permitted Liens” in the Credit Agreement (or regulation any corresponding provision of the First Lien Credit Agreement or the organizational or joint venture documents of any non-wholly owned Subsidiary (including permitted liens, leases and licenses) (Additional Credit Facility; provided that such provision in each case, after giving effect any Additional Credit Facility is not materially less favorable to the applicable anti-assignment provisions of Lenders than the UCC, other than Proceeds and receivables thereof to corresponding provision in the extent that their assignment is expressly deemed effective under the UCC notwithstanding such prohibitions) or to the extent that such security interests would result in material adverse tax consequences Credit Agreement (including as a result of the operation of Section 956 of the Code or any similar Law in any applicable jurisdiction) as reasonably determined in writing by the Company Borrower and notified in writing to the Administrative Agent Collateral Agent) (it being understood but in each case only for so long as such Liens are in place)) or (y) is subject to any Lien in respect of Hedging Obligations (as defined in the Credit Agreement) permitted by Subsection 8.6 of the Credit Agreement as a “Permitted Lien” pursuant to clause (h) of the definition thereof in the Credit Agreement (or any corresponding provision of the First Lien Credit Agreement or any Additional Credit Facility; provided that neither such provision in any Additional Credit Facility is not materially less favorable to the Company nor Lenders than the corresponding provision in the Credit Agreement (as reasonably determined in writing by the Borrower and notified in writing to the Collateral Agent) (but in each case only for so long as such Liens are in place)), and, in the case of such other property, such other property consists solely of (i) cash, Cash Equivalents or Temporary Cash Investments, together with proceeds, dividends and distributions in respect thereof, (ii) any assets relating to such assets, proceeds, dividends or distributions, or to such Hedging Obligations (as defined in the Credit Agreement), and/or (iii) any other assets consisting of, relating to or arising under or in connection with (1) any Hedging Obligations (as defined in the Credit Agreement) or (2) any other agreements, instruments or documents related to any such Hedging Obligations (as defined in the Credit Agreement) or to any of its Subsidiaries shall be required the assets referred to enter into in any security agreements or pledge agreements governed by foreign lawof subclauses (i) through (iii) of this subclause (y); (8) Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the definition of Pledged Stock; (9c) any property (and/or related rights and/or assets) that (A) would otherwise be included in the Security Collateral (and such property (and/or related rights and/or assets) shall not be deemed to constitute a part of the Security Collateral) if such property has been sold or otherwise transferred in connection with a Qualified Securitization Financing permitted by Sale and Leaseback Transaction (as defined in the Secured First Lien Agreements, or a disposition (including a disposition pursuant to a sale definition of “Exempt Sale and lease-back or other financing transactionLeaseback Transaction” in the Credit Agreement) permitted by under clause (x) or (xviii) of the definition of “Asset Disposition” in the Credit Agreement (or any corresponding provision of the First Lien Secured Agreements Credit Agreement or any Additional Credit Facility; provided that such provision in any Additional Credit Facility is not materially less favorable to the Lenders than the corresponding provision in the Credit Agreement (as reasonably determined in writing by the Borrower and notified in writing to the Collateral Agent)), or (B) is subject to any Liens permitted under Subsection 8.6 of the Credit Agreement (or any corresponding provision of the First Lien Credit Agreement or any Additional Credit Facility; provided that such provision in any Additional Credit Facility is not materially less favorable to the Lenders than the corresponding provision in the Credit Agreement in any material respect (as reasonably determined in writing by the Borrower and notified in writing to the Collateral Agent)) which relate to property subject to any such Sale and Leaseback Transaction (as defined in the definition of “Exempt Sale and Leaseback Transaction” in the Credit Agreement) or general intangibles related thereto (but only for so long as such Liens are in place); provided that, notwithstanding the foregoing, a security interest of the Collateral Agent shall attach to any money, securities or other consideration received by any Grantor as consideration for the sale or other disposition of such property as and to the extent such consideration would otherwise constitute Security Collateral; (10d) Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the definition of Pledged Stock; (e) any Money, cash, checks, other negotiable instruments, funds and other evidence of payment held in any Deposit Account of the Borrower or any of its Subsidiaries in the nature of a security deposit with respect to obligations for the benefit of the Borrower or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (f) the Merger Agreement and any rights therein or arising thereunder (except any proceeds of the Merger Agreement); (g) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (h) any fee interest in owned real property (including Fixtures related thereto) if the fair market value of such fee interest is less than $5,000,000 individually; (i) any Vehicles and any assets subject to certificate of title; (j) Letter-of-Credit Rights and Commercial Tort Claims individually with a value of less than $5,000,000; (k) assets to the extent the granting or perfecting of a security interest in such assets would result in costs or other consequences to Holdings or any of its Subsidiaries as reasonably determined in writing by the Company Borrower and the Administrative Agent Agent, that are excessive in view of the benefits that would be obtained by the Secured First Lien Parties; (11l) any moneythose assets over which the granting of security interests in such assets would be prohibited by contract permitted under the Credit Agreement, cash, checks, other negotiable instruments, funds and other evidence of payment held in any Deposit Account of the Company or any of its Subsidiaries in the nature of a security deposit with respect to obligations for the benefit of the Company or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (12) any asset held for sale regulation or other disposition following an acquisition the organizational or joint venture documents of any assetsnon-wholly owned Subsidiary (including permitted liens, business or Person, that (in the good faith determination of the Companyleases and licenses) would not be material to the business or operations of the Company and its Subsidiaries; provided that such asset so held shall be sold or otherwise disposed of within 180 days of the consummation of such acquisition (as may be extended by the Collateral Agent in its reasonable discretion); (13) any Instruments, Contracts, Chattel Paper, General Intangibles, Goods, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons (other than Holdings), a Subsidiary of Holdings or the Company or an Affiliate of any of the foregoing (collectively, “Restrictive Agreements”) that would otherwise be included in the Collateral (and such Restrictive Agreements shall not be deemed to constitute a part of the Collateral) for so long as, and to the extent that, the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except after giving effect to the applicable anti-assignment provisions of the Code, other than proceeds and receivables thereof to the extent thatthat their assignment is expressly deemed effective under the Code notwithstanding such prohibitions), pursuant or to the UCC or other applicable law, the granting of extent that such security interests therein can be made without resulting would result in a breachadverse tax consequences to Holdings, default Borrower or termination any one or more of such Restrictive Agreementsits Subsidiaries as reasonably determined in writing by the Borrower and notified in writing to the Collateral Agent (it being understood that the Lenders shall not require the Borrower or any of its subsidiaries to enter into any security agreements or pledge agreements governed by foreign law); (14m) any assets specifically requiring perfection through control (including cash, cash equivalents, deposit accounts or other bank or securities accounts but excluding the Collateral Proceeds Account) to the extent the security interest in such asset is not automatically perfected by filings under the Uniform Commercial Code of any applicable jurisdiction or, in the case of Pledged Stock, by being held by the Collateral Agent, the First Lien Agent or an Additional Agent as agent for the Collateral Agent; (n) Foreign Intellectual Property; (o) any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other property assets constituting a part thereof; (p) any Capital Stock and other securities of a Subsidiary of the Borrower to the extent that would otherwise be included the pledge of or grant of any other Lien on such Capital Stock and other securities for the benefit of any holders of securities results in the Collateral (Borrower or any of its Restricted Subsidiaries being required to file separate financial statements for such Subsidiary with the Securities and such Equipment or other property shall not be deemed to constitute a part of the Collateral) if such Equipment or other property (x) is subject to a Lien described in clause (19)(B) or clause (25) of the definition of “Permitted Liens” in the Term Loan Credit Agreement securing Indebtedness incurred pursuant to Section 8.1(b)(iv) of the Term Loan Credit Agreement and any refinancing thereof permitted by Section 8.01(b)(xiii) Exchange Commission (or any corresponding provisions other governmental authority) pursuant to either Rule 3-10 or 3-16 of Regulation S-X under the Securities Act, or any other Secured First Lien Agreement) law, rule or (y) is regulation as in effect from time to time, but only to the extent necessary to not be subject to any Lien described in clause (27)(A) of the definition of “Permitted Liens” (or any corresponding provision of any other First Lien Secured Agreement)such requirement; (15q) any assets or property of Holdings, other than the Pledged Stock of the Company; andBorrower; (16r) any Goods in which a security interest is not perfected by filing a financing statement in the applicable Grantor’s jurisdiction of organization; and (s) any assets or property that constitute “Excluded Assets” under and as defined in the First Lien Collateral Agreement. For the avoidance of doubt, if any Grantor receives any payment or other amount under the Merger Agreement, such payment or other amount shall constitute Collateral when and if actually received by such Grantor, to the extent set forth in Subsection 3.1.

Certain Limited Exceptions. No security interest is or will be granted pursuant to this Agreement or any other First Lien Security Document in any right, title or interest of any Grantor Granting Party under or in, and “Personal Property Collateral”, “Real Property Pledged Collateral” and “Pledged Security Collateral” shall not include, include the following (collectively, the “Excluded Assets”): (1a) any fee interest Instruments, Contracts, Chattel Paper, General Intangibles, Goods, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons other than Holdings, a Subsidiary of Holdings, or an Affiliate of any of the foregoing (collectively, “Restrictive Agreements”) that would otherwise be included in owned real property the Security Collateral (including Fixtures related theretoand such Restrictive Agreements shall not be deemed to constitute a part of the Security Collateral) if for so long as, and to the fair market value extent that, the granting of such fee interest is less than $5,000,000 individually; (2) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (3) any Vehicles, any assets subject to certificate of title and any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other assets constituting a part thereof; (4) Foreign Intellectual Property; (5) Letter-of-Credit Rights and Commercial Tort Claims individually with a value of less than $10,000,000; (6) any assets specifically requiring perfection through control agreements (including cash, cash equivalents, deposit accounts or other bank or securities accounts), other than (i) any assets in which a security interest is automatically perfected by filings under pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the UCC extent that, pursuant to the Code and (ii) Pledged Stock; (7) margin stock and those assets over which any other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such assets would be prohibited by contract, applicable law or regulation or the organizational or joint venture documents of any non-wholly owned Subsidiary (including permitted liens, leases and licenses) (in each case, after giving effect to the applicable anti-assignment provisions of the UCC, other than Proceeds and receivables thereof to the extent that their assignment is expressly deemed effective under the UCC notwithstanding such prohibitions) or to the extent that such security interests would result in material adverse tax consequences (including as a result of the operation of Section 956 of the Code or any similar Law in any applicable jurisdiction) as reasonably determined by the Company and notified in writing to the Administrative Agent (it being understood that neither the Company nor any of its Subsidiaries shall be required to enter into any security agreements or pledge agreements governed by foreign lawRestrictive Agreements); (8) Capital Stock b) any Equipment or other property that would otherwise be included in the Security Collateral (including for these purposes any investment and such Equipment or other property shall not be deemed to be Capital Stock for United States tax purposesconstitute a part of the Security Collateral) which if such Equipment or other property (x) is subject to a Lien described in Subsection 8.14(d) or 8.14(e) (with respect to a Lien described in Subsection 8.14(d)) of the proviso Credit Agreement (but in each case only for so long as such Liens are in place) or (y) is subject to any Lien described in Subsection 8.14(q) of the definition Credit Agreement (but in each case only for so long as such Liens are in place), and, in the case of Pledged Stocksuch other property, such other property consists solely of (i) cash, Cash Equivalents or Temporary Cash Investments, together with proceeds, dividends and distributions in respect thereof, (ii) any assets relating to such assets, proceeds, dividends or distributions, or to such Hedging Obligations, and/or (iii) any other assets consisting of, relating to or arising under or in connection with (1) any Hedging Obligations or (2) any other agreements, instruments or documents related to any such Hedging Obligations or to any of the assets referred to in any of subclauses (i) through (iii) of this subclause (y); (9c) any property (and/or related rights and/or assets) that (A) would otherwise be included in the Security Collateral (and such property (and/or related rights and/or assets) shall not be deemed to constitute a part of the Security Collateral) if such property has been sold or otherwise transferred in connection with a Qualified Securitization Financing Sale and Leaseback Transaction permitted by under Subsection 8.5 of the Secured First Lien AgreementsCredit Agreement, or a disposition (including a disposition pursuant B) is subject to a sale any Liens permitted under Subsection 8.14 of the Credit Agreement which relates to property subject to any such Sale and lease-back Leaseback Transaction or other financing transaction) permitted by the First Lien Secured Agreements general intangibles related thereto (but only for so long as such Liens are in place), provided that, notwithstanding the foregoing, a security interest of the Collateral Agent shall attach to any money, securities or other consideration received by any Grantor as consideration for the sale or other disposition of such property as and to the extent such consideration would otherwise constitute Security Collateral; (10d) Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the definition of Pledged Stock; (e) any Money, cash, checks, other negotiable instruments, funds and other evidence of payment held in any Deposit Account of the Parent Borrower or any of its Subsidiaries in the nature of a security deposit with respect to obligations for the benefit of the Parent Borrower or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (f) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (g) any fee interest in owned real property (including Fixtures related thereto) if the fair market value of such fee interest is less than the Dollar Equivalent of $5,000,000 individually; (h) any Vehicles and any assets subject to a certificate of title; (i) Letter-of-Credit Rights individually with a value of less than $5,000,000 (other than Letter-of-Credit Rights (i) to the extent such Letter-of-Credit Rights are Supporting Obligations in respect of Collateral and (ii) in which a security interest is automatically perfected by filings under the Code; provided that, notwithstanding any other provision of this Agreement or any other Loan Document, neither the Parent Borrower nor any Grantor will be required to confer perfection by control over any such Letter-of-Credit Rights) and Commercial Tort Claims individually with a value of less than $5,000,000; (j) assets to the extent the granting or perfecting of a security interest in such assets would result in costs or other consequences to Holdings or any of its Subsidiaries as reasonably determined in writing by the Company and Parent Borrower, the Administrative Agent and the Collateral Agent, that are excessive in view of the benefits that would be obtained by the Secured First Lien Parties; (11k) those assets (including Modification Contracts but excluding all other Primary Collateral) over which the granting of security interests in such assets would be prohibited by a contract permitted under the Credit Agreement, applicable law or regulation or the organizational or joint venture documents of any moneynon-wholly owned Subsidiary (including permitted liens, cashleases and licenses) (in each case, checksafter giving effect to the applicable anti-assignment provisions of the Code, other negotiable instrumentsthan proceeds and receivables thereof to the extent that their assignment is expressly deemed effective under the Code notwithstanding such prohibitions for so long as such prohibitions are in effect), funds or to the extent that such security interests would result in material adverse tax consequences to the Parent Borrower or any one or more of its Subsidiaries as reasonably determined in writing by the Parent Borrower and other evidence of payment held notified in any Deposit Account of writing to the Company Collateral Agent and the Administrative Agent (it being understood that the Lenders shall not require the Parent Borrower or any of its Subsidiaries subsidiaries to enter into any security agreements or pledge agreements governed by foreign law, except in relation to any Primary Collateral in accordance with Subsection 5.2.5(c)); (l) any assets specifically requiring perfection through control agreements (including cash, cash equivalents, deposit accounts or other bank or securities accounts), other than (i) any assets in which a security interest is automatically perfected by filings under the nature Code, (ii) Pledged Stock, (iii) DDAs, Concentration Accounts, the Core Concentration Account and Blocked Accounts (in each case only to the extent required pursuant to Subsection 4.16 of the Credit Agreement), and (iv) the Collateral Proceeds Account (to the extent required pursuant to this Agreement); (m) Foreign Intellectual Property; (n) any vessels or rolling stock or any Equipment or other assets constituting a part thereof; (o) any Helicopter Equipment other than Unassociated Engines and Unassociated Parts; (p) any Lease; (q) any Capital Stock and other securities of a security deposit with respect Subsidiary of the Parent Borrower to obligations the extent that the pledge of or grant of any other Lien on such Capital Stock and other securities for the benefit of the Company holders of securities results in any Parent Entity, the Parent Guarantor or any of its Subsidiariesthe Parent Guarantor’s Restricted Subsidiaries being required to file separate financial statements of such Subsidiary with the SEC (or any other governmental authority) pursuant to either Rule 3-10 or 3-16 of Regulation S-X under the Securities Act, which must be held for or returned any other law, rule or regulation as in effect from time to time, but only to the applicable counterparty under applicable law or pursuant extent necessary to Contractual Obligationsnot be subject to such requirement; (12) any asset held for sale or other disposition following an acquisition of any assets, business or Person, that (in the good faith determination of the Company) would not be material to the business or operations of the Company and its Subsidiaries; provided that such asset so held shall be sold or otherwise disposed of within 180 days of the consummation of such acquisition (as may be extended by the Collateral Agent in its reasonable discretion); (13) any Instruments, Contracts, Chattel Paper, General Intangibles, Goods, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons (other than Holdings), a Subsidiary of Holdings or the Company or an Affiliate of any of the foregoing (collectively, “Restrictive Agreements”) that would otherwise be included in the Collateral (and such Restrictive Agreements shall not be deemed to constitute a part of the Collateral) for so long as, and to the extent that, the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the extent that, pursuant to the UCC or other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements); (14) any Equipment or other property that would otherwise be included in the Collateral (and such Equipment or other property shall not be deemed to constitute a part of the Collateral) if such Equipment or other property (x) is subject to a Lien described in clause (19)(B) or clause (25) of the definition of “Permitted Liens” in the Term Loan Credit Agreement securing Indebtedness incurred pursuant to Section 8.1(b)(iv) of the Term Loan Credit Agreement and any refinancing thereof permitted by Section 8.01(b)(xiii) (or any corresponding provisions of any other Secured First Lien Agreement) or (y) is subject to any Lien described in clause (27)(A) of the definition of “Permitted Liens” (or any corresponding provision of any other First Lien Secured Agreement); (15r) any assets or property of Holdings, other than the Pledged Stock of the CompanyParent Borrower; and (16s) any Goods in which a security interest is not perfected by filing a financing statement in the applicable Grantor’s jurisdiction of organization.

Certain Limited Exceptions. No security interest is or will be granted pursuant to this Agreement or any other First Lien Security Document in any right, title or interest of any Grantor Granting Party under or in, and “Personal Property Collateral”, “Real Property Collateral” and “Pledged Collateral” shall not include, include the following (collectively, the “Excluded Assets”): (1a) any fee interest Instruments, Contracts, Chattel Paper, General Intangibles, Goods, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons other than Holdings, a Subsidiary of Holdings or the Borrower or an Affiliate of any of the foregoing (collectively, “Restrictive Agreements”) that would otherwise be included in owned real property the Security Collateral (including Fixtures related theretoand such Restrictive Agreements shall not be deemed to constitute a part of the Security Collateral) if for so long as, and to the fair market value extent that, the granting of such fee interest is less than $5,000,000 individually; (2) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (3) any Vehicles, any assets subject to certificate of title and any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other assets constituting a part thereof; (4) Foreign Intellectual Property; (5) Letter-of-Credit Rights and Commercial Tort Claims individually with a value of less than $10,000,000; (6) any assets specifically requiring perfection through control agreements (including cash, cash equivalents, deposit accounts or other bank or securities accounts), other than (i) any assets in which a security interest is automatically perfected by filings under pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the UCC extent that, pursuant to the Code and (ii) Pledged Stock; (7) margin stock and those assets over which any other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements); (b) any Equipment or other property that would otherwise be included in the Security Collateral (and such Equipment or other property shall not be deemed to constitute a part of the Security Collateral) if such Equipment or other property (x) is subject to a Lien described in clause (h) (with respect to Purchase Money Obligations or Capitalized Lease Obligations) or (o) (with respect to such Liens described in such assets would be prohibited by contract, applicable law clause (h)) of the definition of “Permitted Liens” in the Credit Agreement (or regulation any corresponding provision of the Second Lien Credit Agreement or the organizational or joint venture documents of any non-wholly owned Subsidiary (including permitted liens, leases and licenses) (Additional Credit Facility; provided that such provision in each case, after giving effect any Additional Credit Facility is not materially less favorable to the applicable anti-assignment provisions of Lenders than the UCC, other than Proceeds and receivables thereof to corresponding provision in the extent that their assignment is expressly deemed effective under the UCC notwithstanding such prohibitions) or to the extent that such security interests would result in material adverse tax consequences Credit Agreement (including as a result of the operation of Section 956 of the Code or any similar Law in any applicable jurisdiction) as reasonably determined in writing by the Company Borrower and notified in writing to the Administrative Agent Collateral Agent) (it being understood but in each case only for so long as such Liens are in place)) or (y) is subject to any Lien in respect of Hedging Obligations (as defined in the Credit Agreement) permitted by Subsection 8.6 of the Credit Agreement as a “Permitted Lien” pursuant to clause (h) of the definition thereof in the Credit Agreement (or any corresponding provision of the Second Lien Credit Agreement or any Additional Credit Facility; provided that neither such provision in any Additional Credit Facility is not materially less favorable to the Company nor Lenders than the corresponding provision in the Credit Agreement (as reasonably determined in writing by the Borrower and notified in writing to the Collateral Agent) (but in each case only for so long as such Liens are in place)), and, in the case of such other property, such other property consists solely of (i) cash, Cash Equivalents or Temporary Cash Investments, together with proceeds, dividends and distributions in respect thereof, (ii) any assets relating to such assets, proceeds, dividends or distributions, or to such Hedging Obligations (as defined in the Credit Agreement), and/or (iii) any other assets consisting of, relating to or arising under or in connection with (1) any Hedging Obligations (as defined in the Credit Agreement) or (2) any other agreements, instruments or documents related to any such Hedging Obligations (as defined in the Credit Agreement) or to any of its Subsidiaries shall be required the assets referred to enter into in any security agreements or pledge agreements governed by foreign lawof subclauses (i) through (iii) of this subclause (y); (8) Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the definition of Pledged Stock; (9c) any property (and/or related rights and/or assets) that (A) would otherwise be included in the Security Collateral (and such property (and/or related rights and/or assets) shall not be deemed to constitute a part of the Security Collateral) if such property has been sold or otherwise transferred in connection with a Qualified Securitization Financing Sale and Leaseback Transaction (as defined in the definition of “Exempt Sale and Leaseback Transaction” in the Credit Agreement) permitted under clause (x) or (xviii) of the definition of “Asset Disposition” in the Credit Agreement (or any corresponding provision of the Second Lien Credit Agreement or any Additional Credit Facility; provided that such provision in any Additional Credit Facility is not materially less favorable to the Lenders than the corresponding provision in the Credit Agreement (as reasonably determined in writing by the Secured First Lien AgreementsBorrower and notified in writing to the Collateral Agent)), or a disposition (including a disposition pursuant B) is subject to a sale and lease-back any Liens permitted under Subsection 8.6 of the Credit Agreement (or other financing transaction) permitted any corresponding provision of the Second Lien Credit Agreement or any Additional Credit Facility; provided that such provision in any Additional Credit Facility is not materially less favorable to the Lenders than the corresponding provision in the Credit Agreement in any material respect (as reasonably determined in writing by the First Lien Secured Agreements Borrower and notified in writing to the Collateral Agent)) which relate to property subject to any such Sale and Leaseback Transaction (as defined in the definition of “Exempt Sale and Leaseback Transaction” in the Credit Agreement) or general intangibles related thereto (but only for so long as such Liens are in place); provided that, notwithstanding the foregoing, a security interest of the Collateral Agent shall attach to any money, securities or other consideration received by any Grantor as consideration for the sale or other disposition of such property as and to the extent such consideration would otherwise constitute Security Collateral; (10d) Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the definition of Pledged Stock; (e) any Money, cash, checks, other negotiable instruments, funds and other evidence of payment held in any Deposit Account of the Borrower or any of its Subsidiaries in the nature of a security deposit with respect to obligations for the benefit of the Borrower or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (f) the Merger Agreement and any rights therein or arising thereunder (except any proceeds of the Merger Agreement); (g) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (h) any fee interest in owned real property (including Fixtures related thereto) if the fair market value of such fee interest is less than $5,000,000 individually; (i) any Vehicles and any assets subject to certificate of title; (j) Letter-of-Credit Rights and Commercial Tort Claims individually with a value of less than $5,000,000; (k) assets to the extent the granting or perfecting of a security interest in such assets would result in costs or other consequences to Holdings or any of its Subsidiaries as reasonably determined in writing by the Company Borrower and the Administrative Agent Agent, that are excessive in view of the benefits that would be obtained by the Secured First Lien Parties; (11l) any moneythose assets over which the granting of security interests in such assets would be prohibited by contract permitted under the Credit Agreement, cash, checks, other negotiable instruments, funds and other evidence of payment held in any Deposit Account of the Company or any of its Subsidiaries in the nature of a security deposit with respect to obligations for the benefit of the Company or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (12) any asset held for sale regulation or other disposition following an acquisition the organizational or joint venture documents of any assetsnon-wholly owned Subsidiary (including permitted liens, business or Person, that (in the good faith determination of the Companyleases and licenses) would not be material to the business or operations of the Company and its Subsidiaries; provided that such asset so held shall be sold or otherwise disposed of within 180 days of the consummation of such acquisition (as may be extended by the Collateral Agent in its reasonable discretion); (13) any Instruments, Contracts, Chattel Paper, General Intangibles, Goods, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons (other than Holdings), a Subsidiary of Holdings or the Company or an Affiliate of any of the foregoing (collectively, “Restrictive Agreements”) that would otherwise be included in the Collateral (and such Restrictive Agreements shall not be deemed to constitute a part of the Collateral) for so long as, and to the extent that, the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except after giving effect to the applicable anti-assignment provisions of the Code, other than proceeds and receivables thereof to the extent thatthat their assignment is expressly deemed effective under the Code notwithstanding such prohibitions), pursuant or to the UCC or other applicable law, the granting of extent that such security interests therein can be made without resulting would result in a breachadverse tax consequences to Holdings, default Borrower or termination any one or more of such Restrictive Agreementsits Subsidiaries as reasonably determined in writing by the Borrower and notified in writing to the Collateral Agent (it being understood that the Lenders shall not require the Borrower or any of its subsidiaries to enter into any security agreements or pledge agreements governed by foreign law); (14m) any assets specifically requiring perfection through control (including cash, cash equivalents, deposit accounts or other bank or securities accounts but excluding the Collateral Proceeds Account) to the extent the security interest in such asset is not automatically perfected by filings under the Uniform Commercial Code of any applicable jurisdiction or, in the case of Pledged Stock, by being held by the Collateral Agent or an Additional Agent as agent for the Collateral Agent; (n) Foreign Intellectual Property; (o) any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other property assets constituting a part thereof; (p) any Capital Stock and other securities of a Subsidiary of the Borrower to the extent that would otherwise be included the pledge of or grant of any other Lien on such Capital Stock and other securities for the benefit of any holders of securities results in the Collateral (Borrower or any of its Restricted Subsidiaries being required to file separate financial statements for such Subsidiary with the Securities and such Equipment or other property shall not be deemed to constitute a part of the Collateral) if such Equipment or other property (x) is subject to a Lien described in clause (19)(B) or clause (25) of the definition of “Permitted Liens” in the Term Loan Credit Agreement securing Indebtedness incurred pursuant to Section 8.1(b)(iv) of the Term Loan Credit Agreement and any refinancing thereof permitted by Section 8.01(b)(xiii) Exchange Commission (or any corresponding provisions other governmental authority) pursuant to either Rule 3-10 or 3-16 of Regulation S-X under the Securities Act, or any other Secured First Lien Agreement) law, rule or (y) is regulation as in effect from time to time, but only to the extent necessary to not be subject to any Lien described in clause (27)(A) of the definition of “Permitted Liens” (or any corresponding provision of any other First Lien Secured Agreement)such requirement; (15q) any assets or property of Holdings, other than the Pledged Stock of the CompanyBorrower; and (16r) any Goods in which a security interest is not perfected by filing a financing statement in the applicable Grantor’s jurisdiction of organization. For the avoidance of doubt, if any Grantor receives any payment or other amount under the Merger Agreement, such payment or other amount shall constitute Collateral when and if actually received by such Grantor, to the extent set forth in Subsection 3.1.

Certain Limited Exceptions. No security interest is or will be granted pursuant to this Agreement or any other First Lien Security Document in any right, title or interest of any Grantor Granting Party under or in, and “Personal Property Collateral”, “Real Property Collateral” and “Pledged Collateral” shall not include, include the following (collectively, the “Excluded Assets”): (1) any fee interest in owned real property (including Fixtures related thereto) if the fair market value of such fee interest is less than $5,000,000 individually; (2) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (3) any Vehicles, any assets subject to certificate of title and any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other assets constituting a part thereof; (4) Foreign Intellectual Property; (5) Letter-of-Credit Rights and Commercial Tort Claims individually with a value of less than $10,000,000; (6) any assets specifically requiring perfection through control agreements (including cash, cash equivalents, deposit accounts or other bank or securities accounts), other than (i) any assets in which a security interest is automatically perfected by filings under the UCC and (ii) Pledged Stock; (7) margin stock and those assets over which the granting of security interests in such assets would be prohibited by contract, applicable law or regulation or the organizational or joint venture documents of any non-wholly owned Subsidiary (including permitted liens, leases and licenses) (in each case, after giving effect to the applicable anti-assignment provisions of the UCC, other than Proceeds and receivables thereof to the extent that their assignment is expressly deemed effective under the UCC notwithstanding such prohibitions) or to the extent that such security interests would result in material adverse tax consequences (including as a result of the operation of Section 956 of the Code or any similar Law in any applicable jurisdiction) as reasonably determined by the Company and notified in writing to the Administrative Agent (it being understood that neither the Company nor any of its Subsidiaries shall be required to enter into any security agreements or pledge agreements governed by foreign law); (8) Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the definition of Pledged Stock; (9) any property (and/or related rights and/or assets) that would otherwise be included in the Collateral (and such property (and/or related rights and/or assets) shall not be deemed to constitute a part of the Collateral) if such property has been sold or otherwise transferred in connection with a Qualified Securitization Financing permitted by the Secured First Lien Agreements, or a disposition (including a disposition pursuant to a sale and lease-back or other financing transaction) permitted by the First Lien Secured Agreements provided that, notwithstanding the foregoing, a security interest of the Collateral Agent shall attach to any money, securities or other consideration received by any Grantor as consideration for the sale or other disposition of such property as and to the extent such consideration would otherwise constitute Collateral; (10) assets to the extent the granting or perfecting of a security interest in such assets would result in costs or other consequences to Holdings or any of its Subsidiaries as reasonably determined by the Company and the Administrative Agent that are excessive in view of the benefits that would be obtained by the Secured First Lien Parties; (11) any money, cash, checks, other negotiable instruments, funds and other evidence of payment held in any Deposit Account of the Company or any of its Subsidiaries in the nature of a security deposit with respect to obligations for the benefit of the Company or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (12) any asset held for sale or other disposition following an acquisition of any assets, business or Person, that (in the good faith determination of the Company) would not be material to the business or operations of the Company and its Subsidiaries; provided that such asset so held shall be sold or otherwise disposed of within 180 days of the consummation of such acquisition (as may be extended by the Collateral Agent in its reasonable discretion); (13a) any Instruments, Contracts, Chattel Paper, General Intangibles, Goods, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons (other than Holdings)the Borrower, a Subsidiary of Holdings or the Company Borrower or an Affiliate of any of the foregoing foregoing, (collectively, “Restrictive Agreements”) that would otherwise be included in the Security Collateral (and such Restrictive Agreements shall not be deemed to constitute a part of the Security Collateral) for so long as, and to the extent that, the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the extent that, pursuant to the UCC Code or other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements); (14b) any Equipment or other property that would otherwise be included in the Security Collateral (and such Equipment or other property shall not be deemed to constitute a part of the Security Collateral) if such Equipment or other property (x) (A) is subject to a Lien described in clause (19)(B) or clause (25f) of the definition of “Permitted Liens” in the Term Loan Credit Senior ABL Facility Agreement securing Indebtedness incurred pursuant to Section 8.1(b)(iv) of the Term Loan Credit Agreement and any refinancing thereof permitted by Section 8.01(b)(xiii) (or any corresponding provisions section of any other Secured First Lien successor Working Capital Credit Agreement) or (B) is subject to a Lien described in clause (h) with respect to Purchase Money Obligations or Capitalized Lease Obligations or (o) (with respect to such Liens described in clause (h)) of the definition of “Permitted Liens” in the Credit Agreement or (y) (A) is subject to any Lien described in clause (27)(Ap)(ii) of the definition of “Permitted Liens” in the Senior ABL Facility Agreement (or any corresponding provision section of any successor Working Capital Credit Agreement) or (B) is subject to any Lien in respect of Hedging Obligations permitted by Subsection 8.6 of the Credit Agreement as a “Permitted Lien” pursuant to clause (h) of the definition thereof in the Credit Agreement (but in each case only for so long as such Liens are in place), and such Equipment or other First Lien Secured property consists solely of (i) cash, Cash Equivalents or Temporary Cash Investments, together with proceeds, dividends and distributions in respect thereof, (ii) any assets relating to such assets, proceeds, dividends or distributions or to any Hedging Obligations, and/or (iii) any other assets consisting of, relating to or arising under or in connection with (1) any Interest Rate Agreements, Currency Agreements or Commodities Agreements or (2) any other agreements, instruments or documents related to any Hedging Obligations or to any of the assets referred to in any of subclauses (i) through (iii) of this subclause (B); (c) any property (and/or related rights and/or assets) that (A) would otherwise be included in the Security Collateral (and such property (and/or related rights and/or assets) shall not be deemed to constitute a part of the Security Collateral) if such property has been sold or otherwise transferred in connection with a sale/leaseback transaction permitted under Subsection 10.11 of the Senior ABL Facility Agreement (or any corresponding section of any successor Working Capital Credit Agreement) or clause (x) of the definition of “Asset Disposition” in the Credit Agreement, or (B) is subject to any Liens permitted under Subsection 10.2 of the Senior ABL Facility Agreement (or any corresponding section of any successor Working Capital Credit Agreement) or Subsection 8.6 of the Credit Agreement which relates to property subject to any such sale/leaseback transaction or general intangibles related thereto (but only for so long as such Liens are in place), provided that notwithstanding the foregoing, a security interest of the Collateral Agent shall attach to any money, securities or other consideration received by any Grantor as consideration for the sale or other disposition of such property as and to the extent such consideration would otherwise constitute Security Collateral; (d) Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the definition of Pledged Stock; (e) Capital Stock that constitutes de minimis shares of a Foreign Subsidiary held by any Granting Party as a nominee or in a similar capacity; (f) any Money, cash, checks, other negotiable instruments, funds and other evidence of payment held in any Deposit Account of the Borrower or any of its Subsidiaries in the nature of a security deposit with respect to obligations for the benefit of the Borrower or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (g) the Acquisition Agreement and any rights therein or arising thereunder (except any proceeds of the Acquisition Agreement); (15h) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (i) any fee interest in owned real property (including Fixtures related thereto) if the fair market value of such fee interest is less than $2,000,000 individually; (j) any Vehicles and any assets subject to certificate of title; (k) Letter-of-Credit Rights and Commercial Tort Claims individually with a value of less than $3,000,000; (l) assets to the extent the granting or perfecting of a security interest in such assets would result in costs or other consequences to the Borrower or any of its Subsidiaries as reasonably determined in writing by the Borrower, the Administrative Agent and, to the extent such assets would otherwise constitute Term Loan Priority Collateral, the Collateral Agent, that are excessive in view of the benefits that would be obtained by the Secured Parties; (m) those assets over which the granting of security interests in such assets would be prohibited by contract permitted under the Credit Agreement, applicable law or regulation or the organizational or joint venture documents of any non-wholly owned Subsidiary (including permitted liens, leases and licenses) (in each case, after giving effect to the applicable anti-assignment provisions of the Code, other than proceeds and receivables thereof to the extent that their assignment is expressly deemed effective under the Code notwithstanding such prohibitions), or to the extent that such security interests would result in material adverse tax consequences as reasonably determined in writing by the Borrower and consented to by the Collateral Agent (such consent not to be unreasonably withheld or delayed) (it being understood that the Lenders shall not require the Borrower or any of its subsidiaries to enter into any security agreements or pledge agreements governed by foreign law); (n) any assets specifically requiring perfection through control agreements (including cash, deposit accounts or property of Holdings, other bank or securities accounts) other than the Pledged Stock Cash Management Accounts and the Concentration Accounts (in each case only to the extent required pursuant to Subsection 6.6(a) of the CompanySenior ABL Facility Agreement (or any corresponding section of any successor Working Capital Credit Agreement)); (o) Foreign Intellectual Property; (p) any aircraft, airframes, aircraft engines or helicopters, or any Equipment or other assets constituting a part thereof; (q) any property that would not otherwise be Term Loan Priority Collateral and is Excluded Property or Excluded Real Properties (in each case, as such term is defined in the Senior ABL Facility Agreement); and (16r) any Goods in which Capital Stock and other securities of a security interest is not perfected by filing a financing statement Subsidiary to the extent that the pledge of or grant of any other Lien on such Capital Stock and other securities for the benefit of the holders of Additional Obligations incurred in the applicable form of notes (or the holders of any notes that restructure, refund, replace or refinance the Term Loans or such Additional Obligations) results in the Company being required to file separate financial statements of such Subsidiary with the Securities and Exchange Commission (or any other governmental authority) pursuant to either Rule 3-10 or 3-16 of Regulation S-X under the Securities Act, or any other law, rule or regulation as in effect from time to time, but only to the extent necessary to not be subject to such requirement. For the avoidance of doubt, if any Grantor receives any payment or other amount under the Acquisition Agreement, such payment or other amount shall constitute Collateral when and if actually received by such Grantor’s jurisdiction of organization, to the extent set forth in Subsection 3.1.

Certain Limited Exceptions. No security interest is or will be granted pursuant to this Agreement or any other First Lien Security Document in any right, title or interest of any Grantor Canadian Granting Party under or in, and “Personal Property Collateral”, “Real Property Collateral” and “Pledged Collateral” shall not include, include the following (collectively, the “Excluded Assets”): (1) any fee interest in owned real property (including Fixtures related thereto) if the fair market value of such fee interest is less than $5,000,000 individually; (2) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (3) any Vehicles, any assets subject to certificate of title and any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other assets constituting a part thereof; (4) Foreign Intellectual Property; (5) Letter-of-Credit Rights and Commercial Tort Claims individually with a value of less than $10,000,000; (6) any assets specifically requiring perfection through control agreements (including cash, cash equivalents, deposit accounts or other bank or securities accounts), other than (i) any assets in which a security interest is automatically perfected by filings under the UCC and (ii) Pledged Stock; (7) margin stock and those assets over which the granting of security interests in such assets would be prohibited by contract, applicable law or regulation or the organizational or joint venture documents of any non-wholly owned Subsidiary (including permitted liens, leases and licenses) (in each case, after giving effect to the applicable anti-assignment provisions of the UCC, other than Proceeds and receivables thereof to the extent that their assignment is expressly deemed effective under the UCC notwithstanding such prohibitions) or to the extent that such security interests would result in material adverse tax consequences (including as a result of the operation of Section 956 of the Code or any similar Law in any applicable jurisdiction) as reasonably determined by the Company and notified in writing to the Administrative Agent (it being understood that neither the Company nor any of its Subsidiaries shall be required to enter into any security agreements or pledge agreements governed by foreign law); (8) Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the definition of Pledged Stock; (9) any property (and/or related rights and/or assets) that would otherwise be included in the Collateral (and such property (and/or related rights and/or assets) shall not be deemed to constitute a part of the Collateral) if such property has been sold or otherwise transferred in connection with a Qualified Securitization Financing permitted by the Secured First Lien Agreements, or a disposition (including a disposition pursuant to a sale and lease-back or other financing transaction) permitted by the First Lien Secured Agreements provided that, notwithstanding the foregoing, a security interest of the Collateral Agent shall attach to any money, securities or other consideration received by any Grantor as consideration for the sale or other disposition of such property as and to the extent such consideration would otherwise constitute Collateral; (10) assets to the extent the granting or perfecting of a security interest in such assets would result in costs or other consequences to Holdings or any of its Subsidiaries as reasonably determined by the Company and the Administrative Agent that are excessive in view of the benefits that would be obtained by the Secured First Lien Parties; (11) any money, cash, checks, other negotiable instruments, funds and other evidence of payment held in any Deposit Account of the Company or any of its Subsidiaries in the nature of a security deposit with respect to obligations for the benefit of the Company or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (12) any asset held for sale or other disposition following an acquisition of any assets, business or Person, that (in the good faith determination of the Company) would not be material to the business or operations of the Company and its Subsidiaries; provided that such asset so held shall be sold or otherwise disposed of within 180 days of the consummation of such acquisition (as may be extended by the Collateral Agent in its reasonable discretion); (13a) any Instruments, Contracts, Chattel Paper, General Intangibles, Goods, Copyright Licenses, Patent Licenses, Trademark Trade-xxxx Licenses, Trade Secret Licenses, Industrial Design Licenses or other contracts or agreements with or issued by Persons (other than Holdings)Holding, a Subsidiary of Holdings or Holding, the Company Parent Borrower, a Restricted Subsidiary or an Affiliate of any of the foregoing thereof (collectively, “Restrictive Agreements”) that would otherwise be included in the Security Collateral (and such Restrictive Agreements shall not be deemed to constitute a part of the Security Collateral) for so long as, and to the extent that, the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the extent that, pursuant to the UCC or PPSA and any other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements); (14b) any Equipment or other property that would otherwise be included in the Security Collateral (and such Equipment or other property shall not be deemed to constitute a part of the Security Collateral) if such Equipment or other property (x) is subject to a Lien described in clause subsection 8.2(e) (19)(Bwith respect to Purchase Money Obligations or Capitalized Lease Obligations) or clause (258.2(n) of the definition of “Permitted Liens” in the Term Loan ABL Credit Agreement securing Indebtedness incurred pursuant (with respect to Section 8.1(b)(ivsuch Liens described in such subsection 8.2(e) of the Term Loan ABL Credit Agreement and any refinancing thereof permitted by Section 8.01(b)(xiiiAgreement) to the extent that the agreements governing such Purchase Money Obligations or Capitalized Lease Obligations prohibit the granting of a security interest to the ABL Collateral Agent hereunder (or any corresponding provisions of any other Secured First Lien Agreementbut in each case only for so long as such Liens are in place) or (y) is subject to any Lien described in clause (27)(Arespect of Hedging Obligations permitted by subsection 8.2(d) of the definition ABL Credit Agreement that do not constitute Secured Bank Product Obligations of “Permitted Liens” the ABL Credit Agreement to the extent that the agreements governing such Hedging Obligations prohibit the granting of a security interest to the ABL Collateral Agent hereunder (but in each case only for so long as such Liens are in place), and, in the case of such other property, such other property consists solely of (i) cash, Cash Equivalents or Temporary Cash Investments, together with proceeds, dividends and distributions in respect thereof, (ii) any corresponding provision of assets relating to such assets, proceeds, dividends or distributions, or to such Hedging Obligations, and/or (iii) any other First Lien Secured Agreementassets consisting of, relating to or arising under or in connection with (1) any Hedging Obligations or (2) any other agreements, instruments or documents related to any such Hedging Obligations or to any of the assets referred to in any of clauses (i) through (iii) of this clause (y); (15c) any assets property that (A) would otherwise be included in the Security Collateral (and such property shall not be deemed to constitute a part of the Security Collateral) if such property has been sold or otherwise transferred in connection with a Sale and Leaseback Transaction or (B) is subject to any Liens permitted under subsection 8.2 of the ABL Credit Agreement which relates to property subject to any such Sale and Leaseback Transaction or Intangibles related thereto (but only for so long as such Liens are in place), provided that, notwithstanding the foregoing, a security interest of Holdingsthe Collateral Agent shall attach to any money, securities or other consideration received by any Canadian Grantor as consideration for the sale or other disposition of such property as and to the extent such consideration would otherwise constitute Security Collateral; (d) each Canadian Pledgor acknowledges that certain of the Pledged Collateral of such Canadian Pledgor may now or in the future consist of ULC Shares, and that it is the intention of the ABL Collateral Agent and each Canadian Pledgor that neither the ABL Collateral Agent nor any other Secured Party should under any circumstances prior to realization be held to be a “member” or “shareholder,” as applicable, of a ULC for the purposes of any ULC Laws. Therefore, notwithstanding any provisions to the contrary contained in this Agreement, the ABL Credit Agreement or any other Loan Document, where a Canadian Pledgor is the registered and beneficial owner of ULC Shares which are Pledged Collateral of such Canadian Pledgor, such Canadian Pledgor will remain the sole registered and beneficial owner of such ULC Shares until such time as such ULC Shares are effectively transferred into the name of the ABL Collateral Agent, any other Secured Party, or any other Person on the books and records of the applicable ULC. Accordingly, each Canadian Pledgor shall be entitled to receive and retain for its own account any dividend or other distribution, if any, in respect of such ULC Shares (except for any dividend or distribution comprised of Certificated Securities representing Pledged Collateral, which shall be delivered to the ABL Collateral Agent to hold as Pledged Collateral hereunder) and shall have the right to vote such ULC Shares and to control the direction, management and policies of the applicable ULC to the same extent as such Canadian Pledgor would if such ULC Shares were not pledged to the ABL Collateral Agent pursuant hereto. Nothing in this Agreement, the ABL Credit Agreement or any other Loan Document is intended to, and nothing in this Agreement, the ABL Credit Agreement or any other Loan Document shall, constitute the ABL Collateral Agent, any other Secured Party, or any other Person other than the Pledged Stock applicable Canadian Pledgor, a member or shareholder of a ULC for the purposes of any ULC Laws (whether listed or unlisted, registered or beneficial), until such time as notice is given to such Canadian Pledgor and further steps are taken pursuant hereto or thereto so as to register the ABL Collateral Agent, any other Secured Party, or such other Person, as specified in such notice, as the holder of the CompanyULC Shares. To the extent any provision hereof would have the effect of constituting the ABL Collateral Agent or any other Secured Party as a member or a shareholder, as applicable, of any ULC prior to such time, such provision shall be severed herefrom and shall be ineffective with respect to ULC Shares which are Pledged Collateral of any Canadian Pledgor, without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Pledged Collateral of any Canadian Pledgor which is not ULC Shares. Except upon the exercise of rights of the ABL Collateral Agent to sell, transfer or otherwise dispose of ULC Shares in accordance with this Agreement, each Canadian Pledgor shall not cause or permit, or enable an Issuer that is a ULC to cause or permit, the ABL Collateral Agent or any other Secured Party to: (a) be registered as a shareholder or member of such Issuer; (b) have any notation entered in their favour in the share register of such Issuer; (c) be held out as shareholders or members of such Issuer; (d) receive, directly or indirectly, any dividends, property or other distributions from such Issuer by reason of the ABL Collateral Agent holding the security interests over the ULC Shares; or (e) act as a shareholder of such Issuer, or exercise any rights of a shareholder including the right to attend a meeting of shareholders of such Issuer or to vote its ULC Shares; (e) Capital Stock which is described in the proviso to the definition of Pledged Stock; (f) any interest in leased real property (including fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (g) any fee interest in owned real property (including fixtures related thereto) if the fair market value of such fee interest is less than the Dollar Equivalent of $25,000,000 individually; (h) any Vehicles; (i) assets to the extent the granting or perfecting of a security interest in such assets would result in costs or other consequences to Holding or any of its Subsidiaries as reasonably determined in writing by the Parent Borrower, the Administrative Agent and, to the extent such assets would otherwise constitute Collateral, the ABL Collateral Agent, that are excessive in view of the benefits that would be obtained by the Secured Parties; (j) those assets over which the granting of security interests in such assets would be prohibited by contract permitted under the ABL Credit Agreement, applicable law or regulation or the organizational or joint venture documents of any non-wholly owned Subsidiary (after giving effect to the applicable anti-assignment provisions of the PPSA, or any other applicable law or principles of equity as in effect in any relevant jurisdiction), or to the extent that such security interests would result in material adverse tax consequences to the Parent Borrower or any one or more of its Subsidiaries as reasonably determined in writing by the Parent Borrower and consented to in writing by the ABL Collateral Agent (it being understood that the Lenders shall not require the Canadian Borrower or any of its subsidiaries to enter into any security agreements or pledge agreements governed by foreign law); (k) Foreign Intellectual Property; and (16l) any Goods in which aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other assets constituting a part thereof. 3.3.1 The Collateral shall not include the last day of the term of any lease or agreement therefor but upon the enforcement of the security interest is not perfected by filing a financing statement granted hereby in the applicable Grantor’s jurisdiction Collateral, the Canadian Grantors or any of organizationthem shall stand possessed of such last day in trust to assign the same to any person acquiring such term.

Certain Limited Exceptions. No security interest is or will be granted pursuant to this Agreement or any other First Lien Security Document hereto in any right, title or interest of any Grantor under or in, and “Personal Property Collateral”, “Real Property Collateral” and “Pledged Collateral” shall not include, the following in (collectively, the “Excluded Assets”): (1) any fee interest in owned real property (including Fixtures related thereto) if the fair market value of such fee interest is less than $5,000,000 individually; (2) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (3) any Vehicles, any assets subject to certificate of title and any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other assets constituting a part thereof; (4) Foreign Intellectual Property; (5) Letter-of-Credit Rights and Commercial Tort Claims individually with a value of less than $10,000,000; (6) any assets specifically requiring perfection through control agreements (including cash, cash equivalents, deposit accounts or other bank or securities accounts), other than (i) any assets in which a security interest is automatically perfected by filings under the UCC and (ii) Pledged Stock; (7) margin stock and those assets over which the granting of security interests in such assets would be prohibited by contract, applicable law or regulation or the organizational or joint venture documents of any non-wholly owned Subsidiary (including permitted liens, leases and licenses) (in each case, after giving effect to the applicable anti-assignment provisions of the UCC, other than Proceeds and receivables thereof to the extent that their assignment is expressly deemed effective under the UCC notwithstanding such prohibitions) or to the extent that such security interests would result in material adverse tax consequences (including as a result of the operation of Section 956 of the Code or any similar Law in any applicable jurisdiction) as reasonably determined by the Company and notified in writing to the Administrative Agent (it being understood that neither the Company nor any of its Subsidiaries shall be required to enter into any security agreements or pledge agreements governed by foreign law); (8) Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the definition of Pledged Stock; (9) any property (and/or related rights and/or assets) that would otherwise be included in the Collateral (and such property (and/or related rights and/or assets) shall not be deemed to constitute a part of the Collateral) if such property has been sold or otherwise transferred in connection with a Qualified Securitization Financing permitted by the Secured First Lien Agreements, or a disposition (including a disposition pursuant to a sale and lease-back or other financing transaction) permitted by the First Lien Secured Agreements provided that, notwithstanding the foregoing, a security interest of the Collateral Agent shall attach to any money, securities or other consideration received by any Grantor as consideration for the sale or other disposition of such property as and to the extent such consideration would otherwise constitute Collateral; (10) assets to the extent the granting or perfecting of a security interest in such assets would result in costs or other consequences to Holdings or any of its Subsidiaries as reasonably determined by the Company and the Administrative Agent that are excessive in view of the benefits that would be obtained by the Secured First Lien Parties; (11) any money, cash, checks, other negotiable instruments, funds and other evidence of payment held in any Deposit Account of the Company or any of its Subsidiaries in the nature of a security deposit with respect to obligations for the benefit of the Company or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (12) any asset held for sale or other disposition following an acquisition of any assets, business or Person, that (in the good faith determination of the Company) would not be material to the business or operations of the Company and its Subsidiaries; provided that such asset so held shall be sold or otherwise disposed of within 180 days of the consummation of such acquisition (as may be extended by the Collateral Agent in its reasonable discretion); (13a) any Instruments, Contracts, Chattel Paper, General Intangibles, Goods, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons (other than Holdings)the Company, a Subsidiary of Holdings or the Company or an Affiliate of any of the foregoing thereof (collectively, “Restrictive Agreements”) that would otherwise be included in the Security Collateral (and such Restrictive Agreements shall not be deemed to constitute a part of the Security Collateral) for so long as, and to the extent that, the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the extent that, pursuant to the UCC Code or other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements); (14b) any Equipment that would otherwise be included in the Security Collateral (and such Equipment shall not be deemed to constitute a part of the Security Collateral) if such Equipment is subject to a Lien permitted by Section 413 of the Indenture as a Permitted Lien pursuant to clause (h) of the definition of such term (but only for so long as such Liens are in place), except to the extent constituting Collateral under the Senior Credit Agreement or other the Second Lien Term Loan Credit Agreement; (c) any property that would otherwise be included in the Security Collateral (and such Equipment or other property shall not be deemed to constitute a part of the Security Collateral) if such Equipment property has been sold or other property (x) is subject to otherwise transferred in connection with a Lien described in clause (19)(B) or clause (25) sale and leaseback transaction permitted under Section 411 of the definition of “Permitted Liens” in the Term Loan Credit Agreement securing Indebtedness incurred pursuant to Section 8.1(b)(iv) of the Term Loan Credit Agreement and any refinancing thereof permitted by Section 8.01(b)(xiii) (Indenture, or any corresponding provisions of any other Secured First Lien Agreement) or (y) is subject to any Lien described in clause (27)(A) Liens permitted under Section 413 of the definition Indenture and consists of “Permitted Liens” (property subject to any such sale and leaseback transaction or general intangibles related thereto, except to the extent constituting Collateral under the Senior Credit Agreement or the Second Lien Term Loan Credit Agreement. Notwithstanding the foregoing, the security interest of the Note Collateral Agent shall attach to any corresponding provision money, securities or other consideration received by any Grantor as consideration for the sale or other disposition of any other First Lien Secured Agreement)such property; (15d) any assets or property Intellectual Property governed by the laws of Holdings, other than the Pledged Stock of the Company; and (16) any Goods a jurisdiction in which a security interest or similar lien of any kind is not perfected prohibited under that jurisdiction’s laws, for so long as the laws of that jurisdiction so provide; (e) Capital Stock which is specifically excluded from the definition of “Pledged Stock” by filing a financing statement virtue of the proviso contained in the parenthetical to such definition; (f) Capital Stock issued by Canadian Xxxxx and any other ULC Shares. If any Grantor shall execute and deliver any agreements, documents, opinions or certificates in favor of the U.S. Collateral Agent (as such term is defined in the Senior Credit Agreement) to pledge any ULC Shares to the U.S. Collateral Agent, it shall at such time execute and deliver such agreements, documents, instruments and opinion to pledge such ULC Shares to the Note Collateral Agent for the benefit of the Secured Parties, in each case, in form and substance reasonably acceptable to the Note Collateral Agent; (g) any forward contracts between RSC and RSC Canada entered into in connection with the loan made by Canadian Xxxxx to RSC Canada; (h) any Money, cash, checks, other negotiable instrument, funds and other evidence of payment held in any Deposit Account of the Company or any of its Subsidiaries (i) for the benefit of customers of any Grantor or any of its Subsidiaries in the ordinary course of business and (ii) in the nature of security deposit with respect to obligations for the benefit of the Company or any of its Subsidiaries, which must be held for or returned to the applicable Grantor’s jurisdiction of organizationcounterparty under applicable law or pursuant to Contractual Obligations; or (i) any Restricted Asset.

Certain Limited Exceptions. No security interest is or will be granted pursuant to this Agreement or any other First Lien Security Document hereto in any right, title or interest of any Grantor Granting Party under or in, and “Personal Property Collateral”, “Real Property Collateral” and “Pledged Collateral” shall not include, the following in (collectively, the “Excluded Assets”): (1) any fee interest in owned real property (including Fixtures related thereto) if the fair market value of such fee interest is less than $5,000,000 individually; (2) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (3) any Vehicles, any assets subject to certificate of title and any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other assets constituting a part thereof; (4) Foreign Intellectual Property; (5) Letter-of-Credit Rights and Commercial Tort Claims individually with a value of less than $10,000,000; (6) any assets specifically requiring perfection through control agreements (including cash, cash equivalents, deposit accounts or other bank or securities accounts), other than (i) any assets in which a security interest is automatically perfected by filings under the UCC and (ii) Pledged Stock; (7) margin stock and those assets over which the granting of security interests in such assets would be prohibited by contract, applicable law or regulation or the organizational or joint venture documents of any non-wholly owned Subsidiary (including permitted liens, leases and licenses) (in each case, after giving effect to the applicable anti-assignment provisions of the UCC, other than Proceeds and receivables thereof to the extent that their assignment is expressly deemed effective under the UCC notwithstanding such prohibitions) or to the extent that such security interests would result in material adverse tax consequences (including as a result of the operation of Section 956 of the Code or any similar Law in any applicable jurisdiction) as reasonably determined by the Company and notified in writing to the Administrative Agent (it being understood that neither the Company nor any of its Subsidiaries shall be required to enter into any security agreements or pledge agreements governed by foreign law); (8) Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the definition of Pledged Stock; (9) any property (and/or related rights and/or assets) that would otherwise be included in the Collateral (and such property (and/or related rights and/or assets) shall not be deemed to constitute a part of the Collateral) if such property has been sold or otherwise transferred in connection with a Qualified Securitization Financing permitted by the Secured First Lien Agreements, or a disposition (including a disposition pursuant to a sale and lease-back or other financing transaction) permitted by the First Lien Secured Agreements provided that, notwithstanding the foregoing, a security interest of the Collateral Agent shall attach to any money, securities or other consideration received by any Grantor as consideration for the sale or other disposition of such property as and to the extent such consideration would otherwise constitute Collateral; (10) assets to the extent the granting or perfecting of a security interest in such assets would result in costs or other consequences to Holdings or any of its Subsidiaries as reasonably determined by the Company and the Administrative Agent that are excessive in view of the benefits that would be obtained by the Secured First Lien Parties; (11) any money, cash, checks, other negotiable instruments, funds and other evidence of payment held in any Deposit Account of the Company or any of its Subsidiaries in the nature of a security deposit with respect to obligations for the benefit of the Company or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (12) any asset held for sale or other disposition following an acquisition of any assets, business or Person, that (in the good faith determination of the Company) would not be material to the business or operations of the Company and its Subsidiaries; provided that such asset so held shall be sold or otherwise disposed of within 180 days of the consummation of such acquisition (as may be extended by the Collateral Agent in its reasonable discretion); (13a) any Instruments, Contracts, Chattel Paper, General Intangibles, Goods, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons (other than Holdings), a Subsidiary of Holdings or the Company or an Affiliate of any of the foregoing thereof, (collectively, “Restrictive Agreements”) that would otherwise be included in the Security Collateral (and such Restrictive Agreements shall not be deemed to constitute a part of the Security Collateral) for so long as, and to the extent that, the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the extent that, pursuant to the UCC Code or other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements); (14b) any Equipment or other that would otherwise be included in the Security Collateral (and such Equipment shall not be deemed to constitute a part of the Security Collateral) if such Equipment is subject to a Lien permitted by subsection 8.3(h) of the Credit Agreement (but only for so long as such Liens are in place); (c) any property that would otherwise be included in the Security Collateral (and such Equipment or other property shall not be deemed to constitute a part of the Security Collateral) if such Equipment property has been sold or other property (x) is subject to otherwise transferred in connection with a Lien described in clause (19)(B) or clause (25) Sale and Leaseback Transaction permitted under subsection 8.11 of the definition of “Permitted Liens” in the Term Loan Credit Agreement securing Indebtedness incurred pursuant to Section 8.1(b)(iv) of the Term Loan Credit Agreement and any refinancing thereof permitted by Section 8.01(b)(xiii) (Agreement, or any corresponding provisions of any other Secured First Lien Agreement) or (y) is subject to any Lien described in clause (27)(ALiens permitted under subsection 8.3(n) of the definition Credit Agreement. Notwithstanding the foregoing, the security interest of “Permitted Liens” (the Collateral Agent shall attach to any money, securities or other consideration received by any corresponding provision Grantor as consideration for the sale or other disposition of any other First Lien Secured Agreement)such property; (15d) any assets or property Intellectual Property governed by the laws of Holdings, other than the Pledged Stock of the Company; and (16) any Goods a jurisdiction in which a security interest or similar lien of any kind is not perfected prohibited under that jurisdiction’s laws, for so long as the laws of that jurisdiction so provide; (e) Capital Stock which is specifically excluded from the definition of Pledged Stock by filing a financing statement virtue of the proviso contained in the parenthetical to such definition; (f) Capital Stock issued by Canadian Fxxxx and any other ULC Shares. If the Grantor acquires any ULC Shares, it shall promptly notify the U.S. Collateral Agent. Upon the request of the U.S. Collateral Agent, such Grantor shall execute and deliver all such agreements and deliver all such other documents, opinions and certificates (including without limitation share certificates evidencing such ULC Shares) as the U.S. Collateral Agent may reasonably require to receive a perfected, first ranking priority security interest in the ULC Shares, in each case, in form and substance reasonably acceptable to the U.S. Collateral Agent; (g) Any forward contracts between RSC and RSC Canada entered into in connection with the loan made by Canadian Fxxxx to RSC Canada; or (h) any Money, cash, checks, other negotiable instrument, funds and other evidence of payment held in any Deposit Account of the Parent Borrower or any of its Subsidiaries (i) for the benefit of customers of any Granting Party or any of its Subsidiaries in the ordinary course of business and (ii) in the nature of security deposit with respect to obligations for the benefit of the Parent Borrower or any of its Subsidiaries, which must be held for or returned to the applicable Grantor’s jurisdiction of organizationcounterparty under applicable law or pursuant to Contractual Obligations.

Certain Limited Exceptions. No security interest is or will be granted pursuant to this Agreement or any other First Lien Security Document in any right, title or interest of any Grantor Granting Party under or in, and “Personal Property Collateral”, “Real Property Collateral” and “Pledged Collateral” shall not include, include the following (collectively, the “Excluded Assets”): (1a) any fee interest Instruments, Contracts, Chattel Paper, General Intangibles, Goods, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons other than Holdings, a Subsidiary of Holdings or any Borrower or an Affiliate of any of the foregoing (collectively, “Restrictive Agreements”) that would otherwise be included in owned real property the Security Collateral (including Fixtures related theretoand such Restrictive Agreements shall not be deemed to constitute a part of the Security Collateral) if for so long as, and to the fair market value extent that, the granting of such fee interest is less than $5,000,000 individually; (2) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (3) any Vehicles, any assets subject to certificate of title and any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other assets constituting a part thereof; (4) Foreign Intellectual Property; (5) Letter-of-Credit Rights and Commercial Tort Claims individually with a value of less than $10,000,000; (6) any assets specifically requiring perfection through control agreements (including cash, cash equivalents, deposit accounts or other bank or securities accounts), other than (i) any assets in which a security interest is automatically perfected by filings under pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the UCC extent that, pursuant to the Code and (ii) Pledged Stock; (7) margin stock and those assets over which any other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements); (b) any Equipment or other property that would otherwise be included in the Security Collateral (and such Equipment or other property shall not be deemed to constitute a part of the Security Collateral) if such Equipment or other property (x) is subject to a Lien described in clause (h) (with respect to Purchase Money Obligations or Capitalized Lease Obligations) or (o) (with respect to such Liens described in such assets would be prohibited by contract, applicable law clause (h)) of the definition of “Permitted Liens” in the Credit Agreement (or regulation any corresponding provision of the Second Lien Credit Agreement or the organizational or joint venture documents of any non-wholly owned Subsidiary (including permitted liens, leases and licenses) (Additional Credit Facility; provided that such provision in each case, after giving effect any Additional Credit Facility is not materially less favorable to the applicable anti-assignment provisions of Lenders than the UCC, other than Proceeds and receivables thereof to corresponding provision in the extent that their assignment is expressly deemed effective under the UCC notwithstanding such prohibitions) or to the extent that such security interests would result in material adverse tax consequences Credit Agreement (including as a result of the operation of Section 956 of the Code or any similar Law in any applicable jurisdiction) as reasonably determined in writing by the Company Parent Borrower and notified in writing to the Administrative Agent Collateral Agent) (it being understood but in each case only for so long as such Liens are in place)) or (y) is subject to any Lien in respect of Hedging Obligations (as defined in the Credit Agreement) permitted by Subsection 8.6 of the Credit Agreement as a “Permitted Lien” pursuant to clause (h) of the definition thereof in the Credit Agreement (or any corresponding provision of the Second Lien Credit Agreement or any Additional Credit Facility; provided that neither such provision in any Additional Credit Facility is not materially less favorable to the Company nor Lenders than the corresponding provision in the Credit Agreement (as reasonably determined in writing by the Parent Borrower and notified in writing to the Collateral Agent) (but in each case only for so long as such Liens are in place), and, in the case of such other property, such other property consists solely of (i) cash, Cash Equivalents or Temporary Cash Investments, together with proceeds, dividends and distributions in respect thereof, (ii) any assets relating to such assets, proceeds, dividends or distributions, or to such Hedging Obligations (as defined in the Credit Agreement), and/or (iii) any other assets consisting of, relating to or arising under or in connection with (1) any Hedging Obligations (as defined in the Credit Agreement) or (2) any other agreements, instruments or documents related to any such Hedging Obligations (as defined in the Credit Agreement) or to any of its Subsidiaries shall be required the assets referred to enter into in any security agreements or pledge agreements governed by foreign lawof subclauses (i) through (iii) of this subclause (y); (8) Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the definition of Pledged Stock; (9c) any property (and/or related rights and/or assets) that (A) would otherwise be included in the Security Collateral (and such property (and/or related rights and/or assets) shall not be deemed to constitute a part of the Security Collateral) if such property has been sold or otherwise transferred in connection with a Qualified Securitization Financing Sale and Leaseback Transaction (as defined in the definition of “Exempt Sale and Leaseback Transaction” in the Credit Agreement) permitted under clause (x) or (xviii) of the definition of “Asset Disposition” in the Credit Agreement (or any corresponding provision of the Second Lien Credit Agreement or any Additional Credit Facility; provided that such provision in any Additional Credit Facility is not materially less favorable to the Lenders than the corresponding provision in the Credit Agreement (as reasonably determined in writing by the Secured First Lien AgreementsParent Borrower and notified in writing to the Collateral Agent)), or a disposition (including a disposition pursuant B) is subject to a sale and lease-back any Liens permitted under Subsection 8.6 of the Credit Agreement (or other financing transaction) permitted any corresponding provision of the Second Lien Credit Agreement or any Additional Credit Facility; provided that such provision in any Additional Credit Facility is not materially less favorable to the Lenders than the corresponding provision in the Credit Agreement in any material respect (as reasonably determined in writing by the First Lien Secured Agreements Parent Borrower and notified in writing to the Collateral Agent)) which relate to property subject to any such Sale and Leaseback Transaction (as defined in the definition of “Exempt Sale and Leaseback Transaction” in the Credit Agreement) or general intangibles related thereto (but only for so long as such Liens are in place); provided that, notwithstanding the foregoing, a security interest of the Collateral Agent shall attach to any money, securities or other consideration received by any Grantor as consideration for the sale or other disposition of such property as and to the extent such consideration would otherwise constitute Security Collateral; (10d) Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the definition of Pledged Stock; (e) any Money, cash, checks, other negotiable instruments, funds and other evidence of payment held in any Deposit Account of the Parent Borrower or any of its Subsidiaries in the nature of a security deposit with respect to obligations for the benefit of the Parent Borrower or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (f) the Acquisition Agreement and any rights therein or arising thereunder (except any proceeds of the Acquisition Agreement); (g) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (h) any fee interest in owned real property (including Fixtures related thereto) if the fair market value of such fee interest is less than €15,000,000 individually; (i) any Vehicles and any assets subject to certificate of title; (j) Letter-of-Credit Rights and Commercial Tort Claims individually with a value of less than €15,000,000; (k) assets to the extent the granting or perfecting of a security interest in such assets would result in costs or other consequences to Holdings or any of its Subsidiaries as reasonably determined in writing by the Company Parent Borrower and the Administrative Agent Agent, that are excessive in view of the benefits that would be obtained by the Secured First Lien Parties; (11l) any moneythose assets over which the granting of security interests in such assets would be prohibited by contract permitted under the Credit Agreement, cash, checks, other negotiable instruments, funds and other evidence of payment held in any Deposit Account of the Company or any of its Subsidiaries in the nature of a security deposit with respect to obligations for the benefit of the Company or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (12) any asset held for sale regulation or other disposition following an acquisition the organizational or joint venture documents of any assetsnon-wholly owned Subsidiary (including permitted liens, business or Person, that (in the good faith determination of the Companyleases and licenses) would not be material to the business or operations of the Company and its Subsidiaries; provided that such asset so held shall be sold or otherwise disposed of within 180 days of the consummation of such acquisition (as may be extended by the Collateral Agent in its reasonable discretion); (13) any Instruments, Contracts, Chattel Paper, General Intangibles, Goods, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons (other than Holdings), a Subsidiary of Holdings or the Company or an Affiliate of any of the foregoing (collectively, “Restrictive Agreements”) that would otherwise be included in the Collateral (and such Restrictive Agreements shall not be deemed to constitute a part of the Collateral) for so long as, and to the extent that, the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except after giving effect to the applicable anti-assignment provisions of the Code, other than proceeds and receivables thereof to the extent thatthat their assignment is expressly deemed effective under the Code notwithstanding such prohibitions), pursuant or to the UCC or other applicable lawextent that such security interests would result in adverse tax consequences to Holdings, the granting Parent Borrower or any one or more of its Subsidiaries as reasonably determined in writing by the Parent Borrower and notified in writing to the Collateral Agent (it being understood that the Lenders shall not require the U.S. Subsidiaries to enter into any security interests therein can be made without resulting in a breach, default agreements or termination of such Restrictive Agreementspledge agreements governed by foreign law); (14) any Equipment or other property that would otherwise be included in the Collateral (and such Equipment or other property shall not be deemed to constitute a part of the Collateral) if such Equipment or other property (x) is subject to a Lien described in clause (19)(B) or clause (25) of the definition of “Permitted Liens” in the Term Loan Credit Agreement securing Indebtedness incurred pursuant to Section 8.1(b)(iv) of the Term Loan Credit Agreement and any refinancing thereof permitted by Section 8.01(b)(xiii) (or any corresponding provisions of any other Secured First Lien Agreement) or (y) is subject to any Lien described in clause (27)(A) of the definition of “Permitted Liens” (or any corresponding provision of any other First Lien Secured Agreement); (15m) any assets specifically requiring perfection through control (including cash, cash equivalents, deposit accounts or property of Holdings, other than bank or securities accounts but excluding the Pledged Stock of Collateral Proceeds Account) to the Company; and (16) any Goods in which a extent the security interest in such asset is not automatically perfected by filing a financing statement filings under the Uniform Commercial Code of any applicable jurisdiction or, in the applicable Grantor’s jurisdiction case of organization.Pledged Stock, by being held by the Collateral Agent or an Additional Agent as agent for the Collateral Agent;

Certain Limited Exceptions. No security interest is or will be granted pursuant to this Agreement or any other First Lien Note Security Document in any right, title or interest of any Grantor Granting Party under or in, and “Personal Property Collateral”, “Real Property Collateral” and “Pledged Collateral” shall not include, include the following (collectively, the “Excluded Assets”): (1a) any fee interest Instruments, Contracts, Chattel Paper, General Intangibles, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons other than Holdings, the Company, a Subsidiary of the Company, or an Affiliate of any of the foregoing (collectively, “Restrictive Agreements”) that would otherwise be included in owned real property the Security Collateral (including Fixtures related theretoand such Restrictive Agreements shall not be deemed to constitute a part of the Security Collateral) if for so long as, and to the fair market value extent that, the granting of such fee interest is less than $5,000,000 individually; (2) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (3) any Vehicles, any assets subject to certificate of title and any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other assets constituting a part thereof; (4) Foreign Intellectual Property; (5) Letter-of-Credit Rights and Commercial Tort Claims individually with a value of less than $10,000,000; (6) any assets specifically requiring perfection through control agreements (including cash, cash equivalents, deposit accounts or other bank or securities accounts), other than (i) any assets in which a security interest is automatically perfected by filings under pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the UCC extent that, pursuant to the Code and (ii) Pledged Stock; (7) margin stock and those assets over which any other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such assets Restrictive Agreements); (b) any Equipment or other property that would otherwise be prohibited by contract, applicable law included in the Security Collateral (and such Equipment or regulation other property shall not be deemed to constitute a part of the Security Collateral) if such Equipment or other property (x) (A) is subject to a Lien described in Subsection 8.14(d) or 8.14(e) (with respect to a Lien described in Subsection 8.14(d)) of the organizational Senior ABL Agreement (or joint venture documents any corresponding provision of any non-wholly owned Subsidiary (including permitted liens, leases and licenses) (Additional ABL Credit Facility; provided that such provision in each case, after giving effect any Additional ABL Credit Facility is not materially less favorable to the applicable anti-assignment provisions of Holders than the UCC, other than Proceeds and receivables thereof to corresponding provision in the extent that their assignment is expressly deemed effective under the UCC notwithstanding such prohibitions) or to the extent that such security interests would result in material adverse tax consequences Senior ABL Agreement (including as a result of the operation of Section 956 of the Code or any similar Law in any applicable jurisdiction) as reasonably determined by the Company and notified in writing good faith, which determination shall be conclusive)) or (B) is subject to a Lien described in clause (h) (with respect to Purchase Money Obligations or Financing Lease Obligations) or (o) (with respect to such Liens described in such clause (h)) of the definition of “Permitted Liens” in the Indenture (or any corresponding provision of the Senior Cash Flow Agreement, the Senior Term Loan Agreement or any other Additional Credit Facility; provided that such provision in any Additional Credit Facility is not materially less favorable to the Administrative Agent Holders than the corresponding provision in the Indenture (it being understood that neither as determined by the Company nor in good faith, which determination shall be conclusive) (but in each case only for so long as such Liens are in place)) or (y) (A) is subject to any Lien described in Subsection 8.14(q) of the Senior ABL Agreement (or any corresponding provision of any Additional ABL Credit Facility; provided that such provision in any Additional ABL Credit Facility is not materially less favorable to the Holders than the corresponding provision in the Senior ABL Agreement (as determined by the Company in good faith, which determination shall be conclusive)) or (B) is subject to any Lien in respect of Hedging Obligations (as defined in the Indenture) permitted by Section 413 of the Indenture as a “Permitted Lien” pursuant to clause (h) of the definition thereof in the Indenture (or any corresponding provision of the Senior Cash Flow Agreement, the Senior Term Loan Agreement or any other Additional Credit Facility; provided that such provision in any Additional Credit Facility is not materially less favorable to the Holders than the corresponding provision in the Indenture (as determined by the Company in good faith, which determination shall be conclusive) (but in each case only for so long as such Liens are in place)), and, in the case of such other property, such other property consists solely of (i) cash, Cash Equivalents or Temporary Cash Investments, together with proceeds, dividends and distributions in respect thereof, (ii) any assets relating to such assets, proceeds, dividends or distributions, or to such Hedging Obligations, and/or (iii) any other assets consisting of, relating to or arising under or in connection with (1) any Hedging Obligations or (2) any other agreements, instruments or documents related to any Hedging Obligations or to any of its Subsidiaries shall be required the assets referred to enter into in any security agreements or pledge agreements governed by foreign lawof subclauses (i) through (iii) of this subclause (b)(y); (8) Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the definition of Pledged Stock; (9c) any property (and/or related rights and/or assets) that (A) would otherwise be included in the Security Collateral (and such property (and/or related rights and/or assets) shall not be deemed to constitute a part of the Security Collateral) if such property has been sold or otherwise transferred in connection with a Qualified Securitization Financing Sale and Leaseback Transaction permitted under Subsection 8.5 of the Senior ABL Agreement (or any corresponding provision of any Additional ABL Credit Facility; provided that such provision in any Additional ABL Credit Facility is not materially less favorable to the Holders than the corresponding provision in the Senior ABL Agreement (as determined by the Secured First Lien AgreementsCompany in good faith, which determination shall be conclusive)) or clause (x) or (xvi) of the definition of “Asset Disposition” in the Indenture (or any corresponding provision of the Senior Cash Flow Agreement, the Senior Term Loan Agreement or any other Additional Credit Facility; provided that such provision in any Additional Credit Facility is not materially less favorable to the Holders than the corresponding provision in the Indenture (as determined by the Borrower in good faith, which determination shall be conclusive)), or a disposition (including a disposition pursuant B) is subject to a sale and lease-back any Liens permitted under Subsection 8.14 of the Senior ABL Agreement (or other financing transaction) permitted any corresponding provision of any Additional ABL Credit Facility; provided that such provision in any Additional ABL Credit Facility is not materially less favorable to the Holders than the corresponding provision in the Senior ABL Agreement (as determined by the First Lien Secured Agreements Company in good faith, which determination shall be conclusive)) or Section 413 of the Indenture (or any corresponding provision of the Senior Cash Flow Agreement, the Senior Term Loan Agreement or any other Additional Credit Facility; provided that such provision in any Additional Credit Facility is not materially less favorable to the Holders than the corresponding provision in the Indenture in any material respect (as determined by the Company in good faith, which determination shall be conclusive)) that, in each case, relate to property subject to any such Sale and Leaseback Transaction or general intangibles related thereto (but only for so long as such Liens are in place); provided that, notwithstanding the foregoing, a security interest of the Note Collateral Agent shall attach to any money, securities or other consideration received by any Grantor as consideration for the sale or other disposition of such property as and to the extent such consideration would otherwise constitute Security Collateral; (10d) assets Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the extent the granting or perfecting definition of a security interest in such assets would result in costs or other consequences to Holdings or any of its Subsidiaries as reasonably determined by the Company and the Administrative Agent that are excessive in view of the benefits that would be obtained by the Secured First Lien PartiesPledged Stock; (11e) any moneyMoney, cash, checks, other negotiable instruments, funds and other evidence of payment held in any Deposit Account of the Company or any of its Subsidiaries in the nature of a security deposit with respect to obligations for the benefit of the Company or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (12f) any asset held for sale or other disposition following an acquisition of any assets, business or Person, that (x) the Pisces Acquisition Agreement (as defined in the good faith determination Senior Cash Flow Agreement) and any rights therein or arising thereunder (except any proceeds of the CompanyPisces Acquisition Agreement) would not be material to and (y) the business Atlas Acquisition Agreement (as defined in the Senior Cash Flow Agreement) and any rights therein or operations arising thereunder (except any proceeds of the Company and its Subsidiaries; provided that such asset so held shall be sold or otherwise disposed of within 180 days of the consummation of such acquisition (as may be extended by the Collateral Agent in its reasonable discretionAtlas Acquisition Agreement); (13g) any Instrumentsinterest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, Contractsestoppels or collateral access letters); (h) any fee interest in owned real property (including Fixtures related thereto) if (A) the fair market value (as determined by the Company in good faith, Chattel Paperwhich determination shall be conclusive) of such fee interest at the time of the acquisition of such fee interest is less than $15,000,000 individually, General Intangibles, Goods, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or (B) such real property is located in an area identified as a special flood hazard area by the Federal Emergency Management Agency or other contracts or agreements with or issued by Persons applicable agency; (i) any Vehicles and any assets subject to certificate of title; (j) Letter-of-Credit Rights (other than Holdings), a Subsidiary of Holdings or the Company or an Affiliate of any of the foregoing Letter-of-Credit Rights (collectively, “Restrictive Agreements”i) that would otherwise be included in the Collateral (and such Restrictive Agreements shall not be deemed to constitute a part of the Collateral) for so long as, and to the extent that, the granting such Letter-of-Credit Rights are supporting obligations in respect of such Collateral and (ii) in which a security interest pursuant hereto would result in a breachis automatically perfected by filings under the Uniform Commercial Code of any applicable jurisdiction; provided that, default notwithstanding any other provision of this Agreement or termination of any other Note Document, neither the Company nor any other Grantor will be required to confer perfection by control over any such Restrictive Agreements (Letter-of-Credit Rights) and Commercial Tort Claims, in each case, except individually with a value of less than $15,000,000; (k) assets to the extent that, pursuant the granting or perfecting of a security interest in such assets would result in costs or other consequences to Topco or any of its Subsidiaries as reasonably determined in writing by the Company and the Senior ABL Agent (to the UCC extent such assets would constitute ABL Priority Collateral) or other the Senior Cash Flow Agent (to the extent such assets would constitute Cash Flow Priority Collateral), which determination shall be conclusive, and notified in writing to the Note Collateral Agent, that are excessive in view of the benefits that would be obtained by the Secured Parties; (l) those assets over which the granting of security interests in such assets would be prohibited by contract permitted under the Indenture, applicable lawlaw or regulation or the organizational or joint venture documents of any non-wholly owned Subsidiary (including permitted liens, leases and licenses), including contracts over which the granting of security interests therein can would result in termination thereof (in each case, after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code of any applicable jurisdiction, other than proceeds and receivables thereof to the extent that their assignment is expressly deemed effective under the Uniform Commercial Code of any applicable jurisdiction notwithstanding such prohibitions for so long as such prohibitions are in effect), or to the extent that such security interests would result in adverse tax consequences to Topco or one of its Subsidiaries (or, at the election of the Company in connection with an initial public offering or other restructuring of the Company, any Parent, the Company or any of its Subsidiaries) (as determined by the Company in good faith, which determination shall be made without resulting in a breach, default conclusive) (it being understood that the Holders shall not require the Company or termination any of such Restrictive Agreementsits Subsidiaries to enter into any security agreements or pledge agreements governed by foreign law); (14m) any Equipment assets specifically requiring perfection through control (including cash, cash equivalents, deposit accounts or other property that would otherwise be included bank or securities accounts), (i) to the extent the security interest in such asset is not perfected by filings under the Uniform Commercial Code of any applicable jurisdiction, (ii) other than in the case of Pledged Stock or Pledged Notes, to the extent not perfected by being held by the Note Collateral Agent or an Additional Agent as agent for the Note Collateral Agent, (iii) other than DDAs, Concentration Accounts, the Core Concentration Account and such Equipment or other property shall not be deemed Blocked Accounts (in each case only to constitute a part the extent required pursuant to Subsection 4.16 of the Collateral) if such Equipment or other property (x) is subject to a Lien described in clause (19)(B) or clause (25) of the definition of “Permitted Liens” in the Term Loan Credit Senior ABL Agreement securing Indebtedness incurred pursuant to Section 8.1(b)(iv) of the Term Loan Credit Agreement and any refinancing thereof permitted by Section 8.01(b)(xiii) (or any corresponding provisions of any other Secured First Lien Agreement) or (y) is subject to any Lien described in clause (27)(A) of the definition of “Permitted Liens” (or any corresponding provision of any Additional ABL Credit Facility)), and (iv) other First Lien Secured than the Collateral Proceeds Account (to the extent required pursuant to this Agreement), and any Collateral Proceeds Account under and as defined in the ABL Collateral Agreement (to the extent required pursuant to the ABL Collateral Agreement); (15n) Foreign Intellectual Property; (o) any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other assets constituting a part thereof; (p) prior to the Discharge of ABL Obligations, any property that would otherwise constitute ABL Priority Collateral but is an Excluded Asset (as such term is defined in the ABL Collateral Agreement); (q) any Capital Stock and other securities of (i) a Subsidiary of the Company to the extent that the pledge of or grant of any other Lien on such Capital Stock and other securities for the benefit of any holders of securities results in the Company or any of its Restricted Subsidiaries being required to file separate financial statements for such Subsidiary with the Securities and Exchange Commission (or any other governmental authority) pursuant to either Rule 3-10 or 3-16 of Regulation S-X under the Securities Act, or any other law, rule or regulation as in effect from time to time, but only to the extent necessary to not be subject to such requirement and/or (ii) any Subsidiary of the Company that is (x) an Unrestricted Subsidiary or (y) an Excluded Subsidiary, other than a Foreign Subsidiary (which pledge of Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of a Foreign Subsidiary shall be limited to 65% of each series of its Capital Stock); (r) any assets or property of Holdings, other than the Pledged Stock of the Company; and; (16s) any Goods in which a security interest is not perfected by filing a financing statement in the applicable Grantor’s jurisdiction of organization; and (t) prior to the discharge of any other Cash Flow Collateral Obligations, any property that is not part of the collateral securing, or required to be securing, such other Cash Flow Collateral Obligations; provided that, prior to the discharge of any other Cash Flow Collateral Obligations, Excluded Assets shall not include any property which secures (or purports to secure) such Cash Flow Collateral Obligations. For the avoidance of doubt, if any Grantor receives any payment or other amount under the Atlas Acquisition Agreement, the Pisces Acquisition Agreement or the Camelot Acquisition Agreement, such payment or other amount shall constitute Collateral when and if actually received by such Grantor, to the extent set forth in Subsection 3.1.

Certain Limited Exceptions. No security interest is or will be granted pursuant to this Agreement or any other First Lien Security Document hereto in any right, title or interest of any Grantor Granting Party under or in, and “Personal Property Collateral”, “Real Property Collateral” and “Pledged Collateral” shall not include, the following in (collectively, the “Excluded Assets”): (1) any fee interest in owned real property (including Fixtures related thereto) if the fair market value of such fee interest is less than $5,000,000 individually; (2) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (3) any Vehicles, any assets subject to certificate of title and any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other assets constituting a part thereof; (4) Foreign Intellectual Property; (5) Letter-of-Credit Rights and Commercial Tort Claims individually with a value of less than $10,000,000; (6) any assets specifically requiring perfection through control agreements (including cash, cash equivalents, deposit accounts or other bank or securities accounts), other than (i) any assets in which a security interest is automatically perfected by filings under the UCC and (ii) Pledged Stock; (7) margin stock and those assets over which the granting of security interests in such assets would be prohibited by contract, applicable law or regulation or the organizational or joint venture documents of any non-wholly owned Subsidiary (including permitted liens, leases and licenses) (in each case, after giving effect to the applicable anti-assignment provisions of the UCC, other than Proceeds and receivables thereof to the extent that their assignment is expressly deemed effective under the UCC notwithstanding such prohibitions) or to the extent that such security interests would result in material adverse tax consequences (including as a result of the operation of Section 956 of the Code or any similar Law in any applicable jurisdiction) as reasonably determined by the Company and notified in writing to the Administrative Agent (it being understood that neither the Company nor any of its Subsidiaries shall be required to enter into any security agreements or pledge agreements governed by foreign law); (8) Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the definition of Pledged Stock; (9) any property (and/or related rights and/or assets) that would otherwise be included in the Collateral (and such property (and/or related rights and/or assets) shall not be deemed to constitute a part of the Collateral) if such property has been sold or otherwise transferred in connection with a Qualified Securitization Financing permitted by the Secured First Lien Agreements, or a disposition (including a disposition pursuant to a sale and lease-back or other financing transaction) permitted by the First Lien Secured Agreements provided that, notwithstanding the foregoing, a security interest of the Collateral Agent shall attach to any money, securities or other consideration received by any Grantor as consideration for the sale or other disposition of such property as and to the extent such consideration would otherwise constitute Collateral; (10) assets to the extent the granting or perfecting of a security interest in such assets would result in costs or other consequences to Holdings or any of its Subsidiaries as reasonably determined by the Company and the Administrative Agent that are excessive in view of the benefits that would be obtained by the Secured First Lien Parties; (11) any money, cash, checks, other negotiable instruments, funds and other evidence of payment held in any Deposit Account of the Company or any of its Subsidiaries in the nature of a security deposit with respect to obligations for the benefit of the Company or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (12) any asset held for sale or other disposition following an acquisition of any assets, business or Person, that (in the good faith determination of the Company) would not be material to the business or operations of the Company and its Subsidiaries; provided that such asset so held shall be sold or otherwise disposed of within 180 days of the consummation of such acquisition (as may be extended by the Collateral Agent in its reasonable discretion); (13a) any Instruments, Contracts, Chattel Paper, General Intangibles, Goods, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons (other than Holdings)CCMCG, a Subsidiary of Holdings or the Company CCMGC or an Affiliate of any of the foregoing thereof, (collectively, “Restrictive Agreements”) that would otherwise be included in the Security Collateral (and such Restrictive Agreements shall not be deemed to constitute a part of the Security Collateral) for so long as, and to the extent that, the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the extent that, pursuant to the UCC Code or other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements); (14b) any Equipment or other that would otherwise be included in the Security Collateral (and such Equipment shall not be deemed to constitute a part of the Security Collateral) if such Equipment is subject to a Lien permitted by subsection 8.3(h) of the Credit Agreement (but only for so long as such Liens are in place); (c) any property that would otherwise be included in the Security Collateral (and such Equipment or other property shall not be deemed to constitute a part of the Security Collateral) if such Equipment property has been sold or other property (x) is subject to otherwise transferred in connection with a Lien described in clause (19)(B) Special Purpose Financing or clause (25) a Sale and Leaseback Transaction permitted under subsection 8.12 of the definition of “Permitted Liens” in the Term Loan Credit Agreement securing Indebtedness incurred pursuant to Section 8.1(b)(iv) of the Term Loan Credit Agreement and any refinancing thereof permitted by Section 8.01(b)(xiii) (Agreement, or any corresponding provisions of any other Secured First Lien Agreement) or (y) is subject to any Lien described in clause (27)(ALiens permitted under subsection 8.3(n) of the definition Credit Agreement. Notwithstanding the foregoing, the security interest of “Permitted Liens” (the Collateral Agent shall attach to any money, securities or other consideration received by any corresponding provision Grantor as consideration for the sale or other disposition of any other First Lien Secured Agreement)such property; (15d) Capital Stock which is specifically excluded from the definition of Pledged Stock by virtue of the proviso contained in the parenthetical to such definition; (e) Vehicle Rental Concession Rights; (f) for the avoidance of doubt, any Deposit Account and any Money, cash, checks, other negotiable instrument, funds and other evidence of payment therein held by any ‘qualified intermediary’ in connection with the HERC LKE Program or Rental Car LKE Program; (g) any assets or property of HoldingsMoney, cash, checks, other than the Pledged Stock negotiable instrument, funds and other evidence of payment held in any Deposit Account of the CompanyParent Borrower or any of its Subsidiaries (i) for the benefit of customers of Hertz Claim Management Corporation or any of its Subsidiaries in the ordinary course of business and (ii) in the nature of security deposit with respect to obligations for the benefit of the Parent Borrower or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; andor (16h) any Goods in which a security interest is not perfected by filing a financing statement property that would otherwise be included in the applicable Grantor’s jurisdiction Security Collateral (and such property shall not be deemed to constitute a part of organizationthe Security Collateral) if such property is subject to other Liens permitted by subsection 8.3(t)(i) of the Credit Agreement to the extent that, prior to or simultaneously with such property being excluded from, and/or ceasing to constitute a part of, the Security Collateral, one or more of the U.S. Borrowers shall have repaid amounts outstanding under the Credit Agreement such that (x) the sum of (A) the aggregate U.S. Facility Revolving Credit Lender Exposure plus (B) the aggregate unpaid balance of all other Extensions of Credit to, or for the account of the U.S. Borrowers plus (C) the amount by which the aggregate unpaid Extensions of Credit made to the Canadian Borrowers exceeds the Canadian Borrowing Base (as set forth in a Borrowing Base Certificate delivered on the date of such prepayment (with appropriate adjustments to the form thereof) calculating the Canadian Borrowing Base after giving effect to the exclusion of such property from the Security Collateral, does not exceed (y) the U.S. Borrowing Base (as set forth in a Borrowing Base Certificate delivered on the date of such prepayment (with appropriate adjustments to the form thereof) calculating the U.S. Borrowing Base after giving effect to the exclusion of such property from the Security Collateral).

Certain Limited Exceptions. No security interest is or will be granted pursuant to this Agreement or any other First Lien Security Document hereto in any right, title or interest of any Grantor Granting Party under or in, and “Personal Property Collateral”, “Real Property Collateral” and “Pledged Collateral” shall not include, the following in (collectively, the “Excluded Assets”): (1) any fee interest in owned real property (including Fixtures related thereto) if the fair market value of such fee interest is less than $5,000,000 individually; (2) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (3) any Vehicles, any assets subject to certificate of title and any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other assets constituting a part thereof; (4) Foreign Intellectual Property; (5) Letter-of-Credit Rights and Commercial Tort Claims individually with a value of less than $10,000,000; (6) any assets specifically requiring perfection through control agreements (including cash, cash equivalents, deposit accounts or other bank or securities accounts), other than (i) any assets in which a security interest is automatically perfected by filings under the UCC and (ii) Pledged Stock; (7) margin stock and those assets over which the granting of security interests in such assets would be prohibited by contract, applicable law or regulation or the organizational or joint venture documents of any non-wholly owned Subsidiary (including permitted liens, leases and licenses) (in each case, after giving effect to the applicable anti-assignment provisions of the UCC, other than Proceeds and receivables thereof to the extent that their assignment is expressly deemed effective under the UCC notwithstanding such prohibitions) or to the extent that such security interests would result in material adverse tax consequences (including as a result of the operation of Section 956 of the Code or any similar Law in any applicable jurisdiction) as reasonably determined by the Company and notified in writing to the Administrative Agent (it being understood that neither the Company nor any of its Subsidiaries shall be required to enter into any security agreements or pledge agreements governed by foreign law); (8) Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the definition of Pledged Stock; (9) any property (and/or related rights and/or assets) that would otherwise be included in the Collateral (and such property (and/or related rights and/or assets) shall not be deemed to constitute a part of the Collateral) if such property has been sold or otherwise transferred in connection with a Qualified Securitization Financing permitted by the Secured First Lien Agreements, or a disposition (including a disposition pursuant to a sale and lease-back or other financing transaction) permitted by the First Lien Secured Agreements provided that, notwithstanding the foregoing, a security interest of the Collateral Agent shall attach to any money, securities or other consideration received by any Grantor as consideration for the sale or other disposition of such property as and to the extent such consideration would otherwise constitute Collateral; (10) assets to the extent the granting or perfecting of a security interest in such assets would result in costs or other consequences to Holdings or any of its Subsidiaries as reasonably determined by the Company and the Administrative Agent that are excessive in view of the benefits that would be obtained by the Secured First Lien Parties; (11) any money, cash, checks, other negotiable instruments, funds and other evidence of payment held in any Deposit Account of the Company or any of its Subsidiaries in the nature of a security deposit with respect to obligations for the benefit of the Company or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (12) any asset held for sale or other disposition following an acquisition of any assets, business or Person, that (in the good faith determination of the Company) would not be material to the business or operations of the Company and its Subsidiaries; provided that such asset so held shall be sold or otherwise disposed of within 180 days of the consummation of such acquisition (as may be extended by the Collateral Agent in its reasonable discretion); (13a) any Instruments, Contracts, Chattel Paper, General Intangibles, Goods, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons (other than Holdings), a Subsidiary of Holdings or the Company or an Affiliate of any of the foregoing thereof, (collectively, “Restrictive Agreements”) that would otherwise be included in the Security Collateral (and such Restrictive Agreements shall not be deemed to constitute a part of the Security Collateral) for so long as, and to the extent that, the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the extent that, pursuant to the UCC Code or other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements); (14b) any Equipment or other that would otherwise be included in the Security Collateral (and such Equipment shall not be deemed to constitute a part of the Security Collateral) if such Equipment is subject to a Lien permitted by subsection 7.2(h) of the Credit Agreement (but only for so long as such Liens are in place); (c) any property that would otherwise be included in the Security Collateral (and such Equipment or other property shall not be deemed to constitute a part of the Security Collateral) if such Equipment property has been sold or other property (x) is subject to otherwise transferred in connection with a Lien described in clause (19)(B) or clause (25) Sale and Leaseback Transaction permitted under subsection 7.10 of the definition of “Permitted Liens” in the Term Loan Credit Agreement securing Indebtedness incurred pursuant to Section 8.1(b)(iv) of the Term Loan Credit Agreement and any refinancing thereof permitted by Section 8.01(b)(xiii) (Agreement, or any corresponding provisions of any other Secured First Lien Agreement) or (y) is subject to any Lien described in clause (27)(ALiens permitted under subsection 7.2(n) of the definition Credit Agreement. Notwithstanding the foregoing, the security interest of “Permitted Liens” (the Collateral Agent shall attach to any money, securities or other consideration received by any corresponding provision Grantor as consideration for the sale or other disposition of any other First Lien Secured Agreement)such property; (15d) any assets or property Intellectual Property governed by the laws of Holdings, other than the Pledged Stock of the Company; and (16) any Goods a jurisdiction in which a security interest or similar lien of any kind is not perfected prohibited under that jurisdiction’s laws, for so long as the laws of that jurisdiction so provide; (e) Capital Stock which is specifically excluded from the definition of Pledged Stock by filing a financing statement virtue of the proviso contained in the parenthetical to such definition; or (f) Capital Stock issued by Canadian Fxxxx; or (g) Any forward contracts between RSC and RSC Canada entered into in connection with the loan made by Canadian Fxxxx to RSC Canada; or (h) any Money, cash, checks, other negotiable instrument, funds and other evidence of payment held in any Deposit Account of the Parent Borrower or any of its Subsidiaries (i) for the benefit of customers of any Granting Party or any of its Subsidiaries in the ordinary course of business and (ii) in the nature of security deposit or with respect to obligations for the benefit of the Parent Borrower or any of its Subsidiaries, which must be held for or returned to the applicable Grantor’s jurisdiction of organizationcounterparty under applicable law or pursuant to Contractual Obligations.

Certain Limited Exceptions. No security interest is or will be granted pursuant to this Agreement or any other First Lien Security Document in any right, title or interest of any Grantor Granting Party under or in, and “Personal Property Collateral”, “Real Property Collateral” and “Pledged Collateral” shall not include, include the following (collectively, the “Excluded Assets”): (1a) any fee interest Instruments, Contracts, Chattel Paper, General Intangibles, Goods, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons other than Holdings, a Subsidiary of Holdings or the Parent Borrower or an Affiliate of any of the foregoing (collectively, “Restrictive Agreements”) that would otherwise be included in owned real property the Security Collateral (including Fixtures related theretoand such Restrictive Agreements shall not be deemed to constitute a part of the Security Collateral) if for so long as, and to the fair market value extent that, the granting of such fee interest is less than $5,000,000 individually; (2) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (3) any Vehicles, any assets subject to certificate of title and any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other assets constituting a part thereof; (4) Foreign Intellectual Property; (5) Letter-of-Credit Rights and Commercial Tort Claims individually with a value of less than $10,000,000; (6) any assets specifically requiring perfection through control agreements (including cash, cash equivalents, deposit accounts or other bank or securities accounts), other than (i) any assets in which a security interest is automatically perfected by filings under pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the UCC extent that, pursuant to the Code and (ii) Pledged Stock; (7) margin stock and those assets over which any other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such assets would be prohibited by contract, applicable law or regulation or the organizational or joint venture documents of any non-wholly owned Subsidiary (including permitted liens, leases and licenses) (in each case, after giving effect to the applicable anti-assignment provisions of the UCC, other than Proceeds and receivables thereof to the extent that their assignment is expressly deemed effective under the UCC notwithstanding such prohibitions) or to the extent that such security interests would result in material adverse tax consequences (including as a result of the operation of Section 956 of the Code or any similar Law in any applicable jurisdiction) as reasonably determined by the Company and notified in writing to the Administrative Agent (it being understood that neither the Company nor any of its Subsidiaries shall be required to enter into any security agreements or pledge agreements governed by foreign lawRestrictive Agreements); (8) Capital Stock b) any Equipment or other property that would otherwise be included in the Security Collateral (including for these purposes any investment and such Equipment or other property shall not be deemed to be Capital Stock for United States tax purposesconstitute a part of the Security Collateral) which if such Equipment or other property (x) (A) is subject to a Lien described in Subsection 8.14(d) or 8.14(e) (with respect to a Lien described in Subsection 8.14(d)) of the proviso Senior ABL Facility Agreement (or any corresponding provision of any Additional ABL Credit Facility) or (B) is subject to a Lien described in clause (h) (with respect to Purchase Money Obligations or Capitalized Lease Obligations) or (o) (with respect to such Liens described in such clause (h)) of the definition of Pledged Stock“Permitted Liens” in the Credit Agreement (or any corresponding provision of any Additional Credit Facility) (but in each case only for so long as such Liens are in place) or (y) (A) is subject to any Lien described in Subsection 8.14(q) of the Senior ABL Facility Agreement (or any corresponding provision of any Additional ABL Credit Facility) or (B) is subject to any Lien in respect of Hedging Obligations (as defined in the Credit Agreement) permitted by Subsection 8.6 of the Credit Agreement as a “Permitted Lien” pursuant to clause (h) of the definition thereof in the Credit Agreement (or any corresponding provision of any Additional Credit Facility) (but in each case only for so long as such Liens are in place), and, in the case of such other property, such other property consists solely of (i) cash, Cash Equivalents or Temporary Cash Investments, together with proceeds, dividends and distributions in respect thereof, (ii) any assets relating to such assets, proceeds, dividends or distributions, or to such Hedging Obligations (as defined in the Credit Agreement), and/or (iii) any other assets consisting of, relating to or arising under or in connection with (1) any Hedging Obligations (as defined in the Credit Agreement) or (2) any other agreements, instruments or documents related to any such Hedging Obligations (as defined in the Credit Agreement) or to any of the assets referred to in any of subclauses (i) through (iii) of this subclause (B); (9c) any property (and/or related rights and/or assets) that (A) would otherwise be included in the Security Collateral (and such property (and/or related rights and/or assets) shall not be deemed to constitute a part of the Security Collateral) if such property has been sold or otherwise transferred in connection with a Qualified Securitization Financing Sale and Leaseback Transaction (as defined in the definition of “Exempt Sale and Leaseback Transaction” in the Credit Agreement) permitted by under Subsection 8.5 of the Secured First Lien AgreementsSenior ABL Facility Agreement (or any corresponding provision of any Additional Credit Facility) or clause (x) or (xviii) of the definition of “Asset Disposition” in the Credit Agreement (or any corresponding provision of any Additional Credit Facility), or a disposition (including a disposition pursuant B) is subject to a sale any Liens permitted under Subsection 8.14 of the Senior ABL Facility Agreement (or any corresponding provision of any Additional Credit Facility) or Subsection 8.6 of the Credit Agreement (or any corresponding provision of any Additional Credit Facility) which relates to property subject to any such Sale and lease-back Leaseback Transaction (as defined in the definition of “Exempt Sale and Leaseback Transaction” in the Credit Agreement) or other financing transaction) permitted by the First Lien Secured Agreements general intangibles related thereto (but only for so long as such Liens are in place); provided that, notwithstanding the foregoing, a security interest of the Collateral Agent shall attach to any money, securities or other consideration received by any Grantor as consideration for the sale or other disposition of such property as and to the extent such consideration would otherwise constitute Security Collateral; (10d) Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the definition of Pledged Stock; (e) any Money, cash, checks, other negotiable instruments, funds and other evidence of payment held in any Deposit Account of the Parent Borrower or any of its Subsidiaries in the nature of a security deposit with respect to obligations for the benefit of the Parent Borrower or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (f) the Investment Agreement and any rights therein or arising thereunder (except any proceeds of the Investment Agreement); (g) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (h) any fee interest in owned real property (including Fixtures related thereto) if the fair market value of such fee interest is less than $5,000,000 individually; (i) any Vehicles and any assets subject to certificate of title; (j) Letter-of-Credit Rights individually with a value of less than $5,000,000 (other than Letter-of-Credit Rights (i) to the extent such Letter-of-Credit Rights are Supporting Obligations in respect of Collateral and (ii) in which a security interest is automatically perfected by filings under the Code; provided that, notwithstanding any other provision of this Agreement or any other Loan Document, neither the Parent Borrower nor any Grantor will be required to confer perfection by control over any such Letter-of-Credit Rights) and Commercial Tort Claims individually with a value of less than $5,000,000; (k) assets to the extent the granting or perfecting of a security interest in such assets would result in costs or other consequences to Holdings or any of its Subsidiaries as reasonably determined in writing by the Company and Parent Borrower, the Administrative Agent and, to the extent such assets would otherwise constitute Term Loan Priority Collateral, the Collateral Agent, that are excessive in view of the benefits that would be obtained by the Secured First Lien Parties; (11l) any moneythose assets over which the granting of security interests in such assets would be prohibited by contract permitted under the Credit Agreement, cash, checks, other negotiable instruments, funds and other evidence of payment held in any Deposit Account of the Company or any of its Subsidiaries in the nature of a security deposit with respect to obligations for the benefit of the Company or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (12) any asset held for sale regulation or other disposition following an acquisition the organizational or joint venture documents of any assetsnon-wholly owned Subsidiary (including permitted liens, business or Person, that (in the good faith determination of the Companyleases and licenses) would not be material to the business or operations of the Company and its Subsidiaries; provided that such asset so held shall be sold or otherwise disposed of within 180 days of the consummation of such acquisition (as may be extended by the Collateral Agent in its reasonable discretion); (13) any Instruments, Contracts, Chattel Paper, General Intangibles, Goods, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons (other than Holdings), a Subsidiary of Holdings or the Company or an Affiliate of any of the foregoing (collectively, “Restrictive Agreements”) that would otherwise be included in the Collateral (and such Restrictive Agreements shall not be deemed to constitute a part of the Collateral) for so long as, and to the extent that, the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except after giving effect to the applicable anti-assignment provisions of the Code, other than proceeds and receivables thereof to the extent thatthat their assignment is expressly deemed effective under the Code notwithstanding such prohibitions for so long as such prohibitions are in effect), pursuant or to the UCC or other applicable law, the granting of extent that such security interests therein can be made without resulting would result in a breach, default material adverse tax consequences to the Parent Borrower or termination any one or more of such Restrictive Agreementsits Subsidiaries as reasonably determined in writing by the Parent Borrower and notified in writing to the Collateral Agent (it being understood that the Lenders shall not require the Parent Borrower or any of its subsidiaries to enter into any security agreements or pledge agreements governed by foreign law); (14m) any Equipment assets specifically requiring perfection through control agreements (including cash, cash equivalents, deposit accounts or other property that would otherwise be included bank or securities accounts), other than (i) any assets in which a security interest is automatically perfected by filings under the Collateral Code, (ii) Pledged Stock, (iii) DDAs, Concentration Accounts, the Core Concentration Account and such Equipment or other property shall not be deemed Blocked Accounts (in each case only to constitute a part the extent required pursuant to Subsection 4.16 of the Collateral) if such Equipment or other property (x) is subject to a Lien described in clause (19)(B) or clause (25) of the definition of “Permitted Liens” in the Term Loan Credit Senior ABL Facility Agreement securing Indebtedness incurred pursuant to Section 8.1(b)(iv) of the Term Loan Credit Agreement and any refinancing thereof permitted by Section 8.01(b)(xiii) (or any corresponding provisions of any other Secured First Lien Agreement) or (y) is subject to any Lien described in clause (27)(A) of the definition of “Permitted Liens” (or any corresponding provision of any other First Lien Secured Additional ABL Credit Facility)), and (iv) the Collateral Proceeds Account (to the extent required pursuant to this Agreement), and any Collateral Proceeds Account under and as defined in the ABL Collateral Agreement (to the extent required pursuant to the ABL Collateral Agreement); (15n) Foreign Intellectual Property; (o) any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other assets constituting a part thereof; (p) any property that would otherwise constitute ABL Priority Collateral but is an Excluded Asset (as such term is defined in the ABL Collateral Agreement); (q) any Capital Stock and other securities of a Subsidiary of the Parent Borrower to the extent that the pledge of or grant of any other Lien on such Capital Stock and other securities for the benefit of the holders of securities results in any Parent Entity, the Parent Borrower or any of its Restricted Subsidiaries being required to file separate financial statements of such Subsidiary with the Securities and Exchange Commission (or any other governmental authority) pursuant to either Rule 3-10 or 3-16 of Regulation S-X under the Securities Act, or any other law, rule or regulation as in effect from time to time, but only to the extent necessary to not be subject to such requirement; (r) any assets or property of Holdings, other than the Pledged Stock of the CompanyParent Borrower; and (16s) any Goods in which a security interest is not perfected by filing a financing statement in the applicable Grantor’s jurisdiction of organization. For the avoidance of doubt, if any Grantor receives any payment or other amount under the Investment Agreement, such payment or other amount shall constitute Collateral when and if actually received by such Grantor, to the extent set forth in Subsection 3.1.

Certain Limited Exceptions. No security interest is or will be granted pursuant to this Agreement or any other First Lien Security Document in any right, title or interest of any Grantor Granting Party under or in, and “Personal Property Collateral”, “Real Property Collateral” and “Pledged Collateral” shall not include, include the following (collectively, the “Excluded Assets”): (1a) any fee interest Instruments, Contracts, Chattel Paper, General Intangibles, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons other than the Parent, a Subsidiary of the Parent or an Affiliate of any of the foregoing (collectively, “Restrictive Agreements”) that would otherwise be included in owned real property the Security Collateral (including Fixtures related theretoand such Restrictive Agreements shall not be deemed to constitute a part of the Security Collateral) if for so long as, and to the fair market value extent that, the granting of such fee interest is less than $5,000,000 individually; (2) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (3) any Vehicles, any assets subject to certificate of title and any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other assets constituting a part thereof; (4) Foreign Intellectual Property; (5) Letter-of-Credit Rights and Commercial Tort Claims individually with a value of less than $10,000,000; (6) any assets specifically requiring perfection through control agreements (including cash, cash equivalents, deposit accounts or other bank or securities accounts), other than (i) any assets in which a security interest is automatically perfected by filings under pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the UCC extent that, pursuant to the Code and (ii) Pledged Stock; (7) margin stock and those assets over which any other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such assets would be prohibited by contract, applicable law or regulation or the organizational or joint venture documents of any non-wholly owned Subsidiary (including permitted liens, leases and licenses) (in each case, after giving effect to the applicable anti-assignment provisions of the UCC, other than Proceeds and receivables thereof to the extent that their assignment is expressly deemed effective under the UCC notwithstanding such prohibitions) or to the extent that such security interests would result in material adverse tax consequences (including as a result of the operation of Section 956 of the Code or any similar Law in any applicable jurisdiction) as reasonably determined by the Company and notified in writing to the Administrative Agent (it being understood that neither the Company nor any of its Subsidiaries shall be required to enter into any security agreements or pledge agreements governed by foreign lawRestrictive Agreements); (8) Capital Stock b) any Equipment or other property that would otherwise be included in the Security Collateral (including for these purposes any investment and such Equipment or other property shall not be deemed to be Capital Stock for United States tax purposesconstitute a part of the Security Collateral) which if such Equipment or other property (x) (A) is subject to a Lien described in Subsection 8.14(d) or 8.14(e) (with respect to a Lien described in Subsection 8.14(d)) of the proviso Credit Agreement (or any corresponding provision of any Additional Credit Facility (but in each case only for so long as such Liens are in place)) or (B) is subject to a Lien described in clause (h) (with respect to Purchase Money Obligations or Financing Lease Obligations) or (o) (with respect to such Liens described in such clause (h)) of the definition of Pledged Stock“Permitted Liens” in the Term Loan Credit Agreement (as in effect on the date hereof) (or any corresponding provision of any Additional Credit Facility) or (y) (A) is subject to any Lien (other than Liens securing the Obligations, the Term Loan Obligations or any Additional Term Obligations) described in Subsection 8.14(q) of the Credit Agreement (or any corresponding provision of any Additional Credit Facility (but in each case only for so long as such Liens are in place) or (B) is subject to any Lien (other than Liens securing the Obligations, the Term Loan Obligations or any Additional Term Obligations ) in respect of Hedging Obligations (as defined in the Term Loan Credit Agreement (as in effect on the date hereof)) permitted by Subsection 8.6 of the Term Loan Credit Agreement as a “Permitted Lien” pursuant to clause (h) of the definition thereof in the Term Loan Credit Agreement (as in effect on the date hereof) (or any corresponding provision of any Additional Credit Facility), and, in the case of such other property, such other property consists solely of (i) cash, Cash Equivalents or Temporary Cash Investments, together with proceeds, dividends and distributions in respect thereof, (ii) any assets relating to such assets, proceeds, dividends or distributions, or to such Hedging Obligations (as defined in the Term Loan Credit Agreement (as in effect on the date hereof)), and/or (iii) any other assets consisting of, relating to or arising under or in connection with (1) any Hedging Obligations (as defined in the Term Loan Credit Agreement) or (2) any other agreements, instruments or documents evidencing or governing any Hedging Obligations (as defined in the Term Loan Credit Agreement (as in effect on the date hereof)) or to any of the assets referred to in any of subclauses (i) through (iii) of this subclause (b)(y); (9c) any property (and/or related rights and/or assets) that (A) would otherwise be included in the Security Collateral (and such property (and/or related rights and/or assets) shall not be deemed to constitute a part of the Security Collateral) if such property has been sold or otherwise transferred in connection with a Qualified Securitization Financing Sale and Leaseback Transaction permitted by under Subsection 8.5 of the Secured First Lien AgreementsCredit Agreement (or any corresponding provision of any Additional Credit Facility) or clause (x) or (xix) of the definition of “Asset Disposition” in the Term Loan Credit Agreement (as in effect on the date hereof) (or any corresponding provision of any Additional Credit Facility), or a disposition (including a disposition pursuant B) is subject to a sale any Liens permitted under Subsection 8.14 of the Credit Agreement (or any corresponding provision of any Additional Credit Facility) or Subsection 8.6 of the Term Loan Credit Agreement (as in effect on the date hereof) (or any corresponding provision of any Additional Credit Facility) that, in each case, relate to property subject to any such Sale and lease-back Leaseback Transaction or other financing transaction) permitted by the First Lien Secured Agreements general intangibles related thereto (but only for so long as such Liens are in place); provided that, notwithstanding the foregoing, a security interest of the Collateral Agent shall attach to any money, securities or other consideration received by any Grantor as consideration for the sale or other disposition of such property as and to the extent such consideration would otherwise constitute Security Collateral; (10d) assets Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the extent the granting or perfecting definition of a security interest in such assets would result in costs or other consequences to Holdings or any of its Subsidiaries as reasonably determined by the Company and the Administrative Agent that are excessive in view of the benefits that would be obtained by the Secured First Lien PartiesPledged Stock; (11e) any moneyMoney, cash, checks, other negotiable instruments, funds and other evidence of payment held in any Deposit Account of the Company Parent or any of its Subsidiaries in the nature of a security deposit with respect to obligations for the benefit of the Company Parent or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (12f) any asset held for sale interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (g) any fee interest in owned real property (including Fixtures related thereto); (h) any Vehicles and any assets subject to certificate of title; (i) Letter-of-Credit Rights and Commercial Tort Claims, in each case, individually with a value of less than $10,000,000; (j) assets to the extent the granting or perfecting of a security interest in such assets would result in costs or other disposition following an acquisition of any assets, business or Person, that (in the good faith determination of the Company) would not be material consequences to the business Parent or operations any of its Subsidiaries as reasonably determined in writing by the Company and its Subsidiaries; provided that Parent, the Administrative Agent and, to the extent such asset so held shall be sold or assets would otherwise disposed of within 180 days of the consummation of such acquisition (as may be extended by constitute ABL Priority Collateral, the Collateral Agent in its reasonable discretiongood faith (which determination shall be conclusive), that are excessive in view of the benefits that would be obtained by the Secured Parties; (13k) any Instruments, Contracts, Chattel Paper, General Intangibles, Goods, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons (other than Holdings), a Subsidiary of Holdings or the Company or an Affiliate of any of the foregoing (collectively, “Restrictive Agreements”) that would otherwise be included in the Collateral (and such Restrictive Agreements shall not be deemed to constitute a part of the Collateral) for so long as, and to the extent that, those assets over which the granting of security interests in such a security interest pursuant hereto assets would result in a breachbe prohibited by contract permitted under the Credit Agreement, default applicable law or termination regulation or the organizational or joint venture documents of such Restrictive Agreements any non-wholly owned Subsidiary (including permitted liens, leases and licenses) (in each case, except after giving effect to the applicable anti-assignment provisions of the Code, other than proceeds and receivables thereof to the extent thatthat their assignment is expressly deemed effective under the Code notwithstanding such prohibitions), pursuant or to the UCC or other applicable law, the granting of extent that such security interests therein can would result in adverse tax consequences to the Parent or any of its Subsidiaries (as determined by the Parent in good faith, which determination shall be made without resulting in a breach, default conclusive) (it being understood that the Lenders shall not require the Parent or termination any of such Restrictive Agreementsits Subsidiaries to enter into any security agreements or pledge agreements governed by foreign law); (14l) any Equipment assets specifically requiring perfection through control (including cash, cash equivalents, deposit accounts or other property that would otherwise be included bank or securities accounts), (i) to the extent the security interest in such asset is not automatically perfected by filings under the Uniform Commercial Code of any applicable jurisdiction, (ii) other than in the case of Pledged Stock, or Pledged Notes, to the extent not perfected by being held by the Collateral Agent or an Additional Agent as agent for the Collateral Agent, (iii) other than DDAs, Concentration Accounts, the Core Concentration Account and such Equipment or other property shall not be deemed Blocked Accounts (in each case only to constitute a part the extent required pursuant to Subsection 4.16 of the Collateral) if such Equipment or other property (x) is subject to a Lien described in clause (19)(B) or clause (25) of the definition of “Permitted Liens” in the Term Loan Credit Agreement securing Indebtedness incurred pursuant to Section 8.1(b)(iv) of the Term Loan Credit Agreement and any refinancing thereof permitted by Section 8.01(b)(xiii) (or any corresponding provisions of any other Secured First Lien Agreement) or (y) is subject to any Lien described in clause (27)(A) of the definition of “Permitted Liens” (or any corresponding provision of any Additional ABL Credit Facility)), and (iv) other First Lien Secured than the Collateral Proceeds Account (to the extent required pursuant to this Agreement), and any Collateral Proceeds Account under and as defined in the Term Loan Collateral Agreement (to the extent required pursuant to the Term Loan Collateral Agreement); (15m) Foreign Intellectual Property; (n) any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock, or any Equipment or other assets or constituting a part thereof; (o) prior to the Discharge of Term Loan Obligations, any property of Holdings, other than that would otherwise constitute Term Loan Priority Collateral but is an Excluded Asset (as such term is defined in the Pledged Stock of the CompanyTerm Loan Collateral Agreement); and (16p) any Capital Stock and other securities of a Subsidiary of the Parent to the extent that the pledge of or grant of any other Lien on such Capital Stock and other securities for the benefit of any holders of securities results in the Parent or any of its Restricted Subsidiaries being required to file separate financial statements for such Subsidiary with the Securities and Exchange Commission (or any other governmental authority) pursuant to either Rule 3-10 or 3-16 of Regulation S-X under the Securities Act, or any other law, rule or regulation as in effect from time to time, but only to the extent necessary to not be subject to such requirement; and (q) any Goods in which a security interest is not perfected by filing a financing statement in the applicable Grantor’s jurisdiction of organization.

Certain Limited Exceptions. No security interest is or will be granted pursuant to this Agreement or any other First Lien Security Document hereto in any right, title or interest of any Grantor Granting Party under or in, and “Personal Property Collateral”, “Real Property Collateral” and “Pledged Collateral” shall not include, the following in (collectively, the “"Excluded Assets”"): (1) any fee interest in owned real property (including Fixtures related thereto) if the fair market value of such fee interest is less than $5,000,000 individually; (2) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (3) any Vehicles, any assets subject to certificate of title and any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other assets constituting a part thereof; (4) Foreign Intellectual Property; (5) Letter-of-Credit Rights and Commercial Tort Claims individually with a value of less than $10,000,000; (6) any assets specifically requiring perfection through control agreements (including cash, cash equivalents, deposit accounts or other bank or securities accounts), other than (i) any assets in which a security interest is automatically perfected by filings under the UCC and (ii) Pledged Stock; (7) margin stock and those assets over which the granting of security interests in such assets would be prohibited by contract, applicable law or regulation or the organizational or joint venture documents of any non-wholly owned Subsidiary (including permitted liens, leases and licenses) (in each case, after giving effect to the applicable anti-assignment provisions of the UCC, other than Proceeds and receivables thereof to the extent that their assignment is expressly deemed effective under the UCC notwithstanding such prohibitions) or to the extent that such security interests would result in material adverse tax consequences (including as a result of the operation of Section 956 of the Code or any similar Law in any applicable jurisdiction) as reasonably determined by the Company and notified in writing to the Administrative Agent (it being understood that neither the Company nor any of its Subsidiaries shall be required to enter into any security agreements or pledge agreements governed by foreign law); (8) Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the definition of Pledged Stock; (9) any property (and/or related rights and/or assets) that would otherwise be included in the Collateral (and such property (and/or related rights and/or assets) shall not be deemed to constitute a part of the Collateral) if such property has been sold or otherwise transferred in connection with a Qualified Securitization Financing permitted by the Secured First Lien Agreements, or a disposition (including a disposition pursuant to a sale and lease-back or other financing transaction) permitted by the First Lien Secured Agreements provided that, notwithstanding the foregoing, a security interest of the Collateral Agent shall attach to any money, securities or other consideration received by any Grantor as consideration for the sale or other disposition of such property as and to the extent such consideration would otherwise constitute Collateral; (10) assets to the extent the granting or perfecting of a security interest in such assets would result in costs or other consequences to Holdings or any of its Subsidiaries as reasonably determined by the Company and the Administrative Agent that are excessive in view of the benefits that would be obtained by the Secured First Lien Parties; (11) any money, cash, checks, other negotiable instruments, funds and other evidence of payment held in any Deposit Account of the Company or any of its Subsidiaries in the nature of a security deposit with respect to obligations for the benefit of the Company or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (12) any asset held for sale or other disposition following an acquisition of any assets, business or Person, that (in the good faith determination of the Company) would not be material to the business or operations of the Company and its Subsidiaries; provided that such asset so held shall be sold or otherwise disposed of within 180 days of the consummation of such acquisition (as may be extended by the Collateral Agent in its reasonable discretion); (13a) any Instruments, Contracts, Chattel Paper, General Intangibles, Goods, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons (other than Holdings), a Subsidiary of Holdings or the Company or an Affiliate of any of the foregoing thereof, (collectively, “"Restrictive Agreements”") that would otherwise be included in the Security Collateral (and such Restrictive Agreements shall not be deemed to constitute a part of the Security Collateral) for so long as, and to the extent that, the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the extent that, pursuant to the UCC Code or other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements); (14b) any Equipment or other that would otherwise be included in the Security Collateral (and such Equipment shall not be deemed to constitute a part of the Security Collateral) if such Equipment is subject to a Lien permitted by subsection 8.3(h) of the Credit Agreement (but only for so long as such Liens are in place); (c) any property that would otherwise be included in the Security Collateral (and such Equipment or other property shall not be deemed to constitute a part of the Security Collateral) if such Equipment property has been sold or other property (x) is subject to otherwise transferred in connection with a Lien described in clause (19)(B) or clause (25) Sale and Leaseback Transaction permitted under subsection 8.11 of the definition of “Permitted Liens” in the Term Loan Credit Agreement securing Indebtedness incurred pursuant to Section 8.1(b)(iv) of the Term Loan Credit Agreement and any refinancing thereof permitted by Section 8.01(b)(xiii) (Agreement, or any corresponding provisions of any other Secured First Lien Agreement) or (y) is subject to any Lien described in clause (27)(ALiens permitted under subsection 8.3(n) of the definition Credit Agreement. Notwithstanding the foregoing, the security interest of “Permitted Liens” (the Collateral Agent shall attach to any money, securities or other consideration received by any corresponding provision Grantor as consideration for the sale or other disposition of any other First Lien Secured Agreement)such property; (15d) any assets or property Intellectual Property governed by the laws of Holdings, other than the Pledged Stock of the Company; and (16) any Goods a jurisdiction in which a security interest or similar lien of any kind is not perfected prohibited under that jurisdiction's laws, for so long as the laws of that jurisdiction so provide; (e) Capital Stock which is specifically excluded from the definition of Pledged Stock by filing a financing statement virtue of the proviso contained in the parenthetical to such definition; (f) Capital Stock issued by Canadian Xxxxx and any other ULC Shares. If the Grantor acquires any ULC Shares, it shall promptly notify the U.S. Collateral Agent. Upon the request of the U.S. Collateral Agent, such Grantor shall execute and deliver all such agreements and deliver all such other documents, opinions and certificates (including without limitation share certificates evidencing such ULC Shares) as the U.S. Collateral Agent may reasonably require to receive a perfected, first ranking priority security interest in the ULC Shares, in each case, in form and substance reasonably acceptable to the U.S. Collateral Agent; (g) Any forward contracts between RSC and RSC Canada entered into in connection with the loan made by Canadian Xxxxx to RSC Canada; or (h) any Money, cash, checks, other negotiable instrument, funds and other evidence of payment held in any Deposit Account of the Parent Borrower or any of its Subsidiaries (i) for the benefit of customers of any Granting Party or any of its Subsidiaries in the ordinary course of business and (ii) in the nature of security deposit with respect to obligations for the benefit of the Parent Borrower or any of its Subsidiaries, which must be held for or returned to the applicable Grantor’s jurisdiction of organizationcounterparty under applicable law or pursuant to Contractual Obligations.

Certain Limited Exceptions. No security interest is or will be granted pursuant to this Agreement or any other First Lien Security Document hereto in any right, title or interest of any Grantor Granting Party under or in, and “Personal Property Collateral”, “Real Property Collateral” and “Pledged Collateral” shall not include, the following in (collectively, the “Excluded Assets”): (1) any fee interest in owned real property (including Fixtures related thereto) if the fair market value of such fee interest is less than $5,000,000 individually; (2) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (3) any Vehicles, any assets subject to certificate of title and any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other assets constituting a part thereof; (4) Foreign Intellectual Property; (5) Letter-of-Credit Rights and Commercial Tort Claims individually with a value of less than $10,000,000; (6) any assets specifically requiring perfection through control agreements (including cash, cash equivalents, deposit accounts or other bank or securities accounts), other than (i) any assets in which a security interest is automatically perfected by filings under the UCC and (ii) Pledged Stock; (7) margin stock and those assets over which the granting of security interests in such assets would be prohibited by contract, applicable law or regulation or the organizational or joint venture documents of any non-wholly owned Subsidiary (including permitted liens, leases and licenses) (in each case, after giving effect to the applicable anti-assignment provisions of the UCC, other than Proceeds and receivables thereof to the extent that their assignment is expressly deemed effective under the UCC notwithstanding such prohibitions) or to the extent that such security interests would result in material adverse tax consequences (including as a result of the operation of Section 956 of the Code or any similar Law in any applicable jurisdiction) as reasonably determined by the Company and notified in writing to the Administrative Agent (it being understood that neither the Company nor any of its Subsidiaries shall be required to enter into any security agreements or pledge agreements governed by foreign law); (8) Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the definition of Pledged Stock; (9) any property (and/or related rights and/or assets) that would otherwise be included in the Collateral (and such property (and/or related rights and/or assets) shall not be deemed to constitute a part of the Collateral) if such property has been sold or otherwise transferred in connection with a Qualified Securitization Financing permitted by the Secured First Lien Agreements, or a disposition (including a disposition pursuant to a sale and lease-back or other financing transaction) permitted by the First Lien Secured Agreements provided that, notwithstanding the foregoing, a security interest of the Collateral Agent shall attach to any money, securities or other consideration received by any Grantor as consideration for the sale or other disposition of such property as and to the extent such consideration would otherwise constitute Collateral; (10) assets to the extent the granting or perfecting of a security interest in such assets would result in costs or other consequences to Holdings or any of its Subsidiaries as reasonably determined by the Company and the Administrative Agent that are excessive in view of the benefits that would be obtained by the Secured First Lien Parties; (11) any money, cash, checks, other negotiable instruments, funds and other evidence of payment held in any Deposit Account of the Company or any of its Subsidiaries in the nature of a security deposit with respect to obligations for the benefit of the Company or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (12) any asset held for sale or other disposition following an acquisition of any assets, business or Person, that (in the good faith determination of the Company) would not be material to the business or operations of the Company and its Subsidiaries; provided that such asset so held shall be sold or otherwise disposed of within 180 days of the consummation of such acquisition (as may be extended by the Collateral Agent in its reasonable discretion); (13a) any Instruments, Contracts, Chattel Paper, General Intangibles, Goods, Copyright Licenses, Patent Licenses, Trademark Trade-xxxx Licenses, Trade Secret Secrets Licenses, Industrial Design Licenses or other contracts or agreements with or issued by Persons (other than Holdings), a Subsidiary of Holdings or the Company or an Affiliate of any of the foregoing thereof, (collectively, “Restrictive Agreements”) that would otherwise be included in the Security Collateral (and such Restrictive Agreements shall not be deemed to constitute a part of the Security Collateral) for so long as, and to the extent that, the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the extent that, pursuant to the UCC PPSA or other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements); (14b) any Equipment or other property that would otherwise be included in the Security Collateral (and such Equipment or other property shall not be deemed to constitute a part of the Security Collateral) if such Equipment or other property (x) is subject to a Lien (x) described in clause (19)(B) or clause (25h) of the definition of “Permitted Liens” in the Term Loan Credit Agreement securing Indebtedness incurred pursuant or (y) subsection 7.3(h) or 7.3(o) (with respect to Section 8.1(b)(iva Lien described in subsection 7.3(h) of the Term Loan Agreement (only for so long as such Liens are in place)); (c) any property that would otherwise be included in the Security Collateral (and such property shall not be deemed to constitute a part of the Security Collateral) if such property has been sold or otherwise transferred in connection with (x) a Sale and Leaseback Transaction the proceeds of which are applied as, if and to the extent required in accordance with Section 4.4(b) of the Credit Agreement and any refinancing thereof permitted by Section 8.01(b)(xiii) (or any corresponding provisions of any other Secured First Lien Agreement) or (y) is subject an Exempt Sale and Leaseback Transaction provided that, notwithstanding the foregoing, the security interest of the Canadian Collateral Agent shall attach to any Lien described in clause (27)(A) money, securities or other consideration received by any Grantor as consideration for the sale or other disposition of such property as and to the definition of “Permitted Liens” (or any corresponding provision of any other First Lien Secured Agreement)extent such consideration would otherwise constitute Collateral; (15d) any assets or property of HoldingsMoney, cash, cheques, other than negotiable instrument, funds and other evidence of payment held in any Deposit Account of the Parent Borrower or any of its Subsidiaries in the nature of security deposit with respect to obligations for the benefit of such Parent Borrower or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (e) notwithstanding the grant of security interest made by the Grantors in favour of the Canadian Collateral Agent, for the rateable benefit of the Secured Parties, of all of its Pledged Stock, any Grantor that controls any interest (for the purposes of this Section 3.3(e), “ULC Interests”) in any unlimited liability company (for the purposes of this Section 3.3(e), a “ULC”) pledged hereunder shall remain registered as the sole registered and beneficial owner of such ULC Interests and will remain as registered and beneficial owner until such time as such ULC Interests are effectively transferred into the name of the Canadian Collateral Agent or any other person on the books and records of such ULC. Nothing in this Agreement is intended to or shall constitute the Canadian Collateral Agent or any person as a shareholder or member of any ULC until such time as notice is given to such ULC and further steps are taken thereunder so as to register the Canadian Collateral Agent or any other person as the holder of the ULC Interests of such ULC. To the extent any provision hereof would have the effect of constituting the Canadian Collateral Agent or any other person as a shareholder or member of a ULC prior to such time, such provision shall be severed therefrom and ineffective with respect to the ULC Interests of such ULC without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Pledged Stock which are not ULC Interests. Except upon the exercise of rights to sell or otherwise dispose of ULC Interests following the occurrence and during the continuance of an Event of Default hereunder, no Grantor shall cause or permit, or enable any ULC in which it holds ULC Interests to cause or permit, the Canadian Collateral Agent to: (a) be registered as shareholders or members of such ULC; (b) have any notation entered in its favour in the share register of such ULC; (c) be held out as a shareholder or member of such ULC; (d) receive, directly or indirectly, any dividends, property or other distributions from such ULC by reason of the Company; and (16) any Goods in which Canadian Collateral Agent holding a security interest is in such ULC; or (e) act as a shareholder or member of such ULC, or exercise any rights of a shareholder or member of such ULC including the right to attend a meeting of, or to vote the shares of, such ULC; (f) the Collateral shall not perfected by filing a financing statement include the last day of the term of any lease or agreement therefor but upon the enforcement of the security interest granted hereby in the applicable Grantor’s jurisdiction Collateral, the Grantors or any of organization.them shall stand possessed of such last day in trust to assign the same to any person acquiring such term;

Certain Limited Exceptions. No security interest is or will be granted pursuant to this Agreement or any other First Lien Security Document in any right, title or interest of any Grantor Granting Party under or in, and “Personal Property Collateral”, “Real Property Collateral” and “Pledged Collateral” shall not include, include the following (collectively, the “Excluded Assets”): (1a) any fee interest Instruments, Contracts, Chattel Paper, General Intangibles, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons other than the Borrower, a Subsidiary of the Borrower, or an Affiliate of any of the foregoing (collectively, “Restrictive Agreements”) that would otherwise be included in owned real property the Security Collateral (including Fixtures related theretoand such Restrictive Agreements shall not be deemed to constitute a part of the Security Collateral) if for so long as, and to the fair market value extent that, the granting of such fee interest is less than $5,000,000 individually; (2) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (3) any Vehicles, any assets subject to certificate of title and any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other assets constituting a part thereof; (4) Foreign Intellectual Property; (5) Letter-of-Credit Rights and Commercial Tort Claims individually with a value of less than $10,000,000; (6) any assets specifically requiring perfection through control agreements (including cash, cash equivalents, deposit accounts or other bank or securities accounts), other than (i) any assets in which a security interest is automatically perfected by filings under pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the UCC extent that, pursuant to the Code and (ii) Pledged Stock; (7) margin stock and those assets over which any other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such assets would be prohibited by contract, applicable law or regulation or the organizational or joint venture documents of any non-wholly owned Subsidiary (including permitted liens, leases and licenses) (in each case, after giving effect to the applicable anti-assignment provisions of the UCC, other than Proceeds and receivables thereof to the extent that their assignment is expressly deemed effective under the UCC notwithstanding such prohibitions) or to the extent that such security interests would result in material adverse tax consequences (including as a result of the operation of Section 956 of the Code or any similar Law in any applicable jurisdiction) as reasonably determined by the Company and notified in writing to the Administrative Agent (it being understood that neither the Company nor any of its Subsidiaries shall be required to enter into any security agreements or pledge agreements governed by foreign lawRestrictive Agreements); (8) Capital Stock b) any Equipment or other property that would otherwise be included in the Security Collateral (including for these purposes any investment and such Equipment or other property shall not be deemed to be Capital Stock for United States tax purposesconstitute a part of the Security Collateral) which if such Equipment or other property (x) (A) is subject to a Lien described in Subsection 8.14(d) or 8.14(e) (with respect to a Lien described in Subsection 8.14(d)) of the proviso Senior ABL Agreement (or any corresponding provision of any Additional ABL Credit Facility; provided that such provision in any Additional ABL Credit Facility is not materially less favorable to the Lenders than the corresponding provision in the Senior ABL Agreement (as determined by the Borrower in good faith, which determination shall be conclusive)) or (B) is subject to a Lien described in clause (h) (with respect to Purchase Money Obligations or Financing Lease Obligations) or (o) (with respect to such Liens described in such clause (h)) of the definition of Pledged Stock“Permitted Liens” in the Credit Agreement (or any corresponding provision of any Additional Credit Facility; provided that such provision in any Additional Credit Facility is not materially less favorable to the Lenders than the corresponding provision in the Credit Agreement (as determined by the Borrower in good faith, which determination shall be conclusive)) or (y) (A) is subject to any Lien described in Subsection 8.14(q) of the Senior ABL Agreement (or any corresponding provision of any Additional ABL Credit Facility; provided that such provision in any Additional ABL Credit Facility is not materially less favorable to the Lenders than the corresponding provision in the Senior ABL Agreement (as determined by the Borrower in good faith, which determination shall be conclusive)) or (B) is subject to any Lien in respect of Hedging Obligations permitted by Subsection 8.6 of the Credit Agreement as a “Permitted Lien” pursuant to clause (h) of the definition thereof in the Credit Agreement (or any corresponding provision of any Additional Credit Facility; provided that such provision in any Additional Credit Facility is not materially less favorable to the Lenders than the corresponding provision in the Credit Agreement (as determined by the Borrower in good faith, which determination shall be conclusive) (but in each case only for so long as such Liens are in place)), and, in the case of such other property, such other property consists solely of (i) cash, Cash Equivalents or Temporary Cash Investments, together with proceeds, dividends and distributions in respect thereof, (ii) any assets relating to any assets, proceeds, dividends or distributions, or to such Hedging Obligations, and/or (iii) any other assets consisting of, relating to or arising under or in connection with (1) any Hedging Obligations or (2) any other agreements, instruments or documents related to any Hedging Obligations or to any of the assets referred to in any of subclauses (i) through (iii) of this subclause (b)(y); (9c) any property (and/or related rights and/or assets) that (A) would otherwise be included in the Security Collateral (and such property (and/or related rights and/or assets) shall not be deemed to constitute a part of the Security Collateral) if such property has been sold or otherwise transferred in connection with a Qualified Securitization Financing Sale and Leaseback Transaction permitted under Subsection 8.5 of the Senior ABL Agreement (or any corresponding provision of any Additional ABL Credit Facility; provided that such provision in any Additional ABL Credit Facility is not materially less favorable to the Lenders than the corresponding provision in the Senior ABL Agreement (as determined by the Secured First Lien AgreementsBorrower in good faith, which determination shall be conclusive)) or clause (x) or (xix) of the definition of “Asset Disposition” in the Credit Agreement (or any corresponding provision of any Additional Credit Facility; provided that such provision in any Additional Credit Facility is not materially less favorable to the Lenders than the corresponding provision in the Credit Agreement (as determined by the Borrower in good faith, which determination shall be conclusive)), or a disposition (including a disposition pursuant B) is subject to a sale and lease-back any Liens permitted under Subsection 8.14 of the Senior ABL Agreement (or other financing transaction) permitted any corresponding provision of any Additional ABL Credit Facility; provided that such provision in any Additional ABL Credit Facility is not materially less favorable to the Lenders than the corresponding provision in the Senior ABL Agreement (as determined by the First Lien Secured Agreements Borrower in good faith, which determination shall be conclusive)) or Subsection 8.6 of the Credit Agreement (or any corresponding provision of any Additional Credit Facility; provided that such provision in any Additional Credit Facility is not materially less favorable to the Lenders than the corresponding provision in the Credit Agreement in any material respect (as determined by the Borrower in good faith, which determination shall be conclusive)) that relate to property subject to any such Sale and Leaseback Transaction or general intangibles related thereto (but only for so long as such Liens are in place); provided that, notwithstanding the foregoing, a security interest of the Collateral Agent shall attach to any money, securities or other consideration received by any Grantor as consideration for the sale or other disposition of such property as and to the extent such consideration would otherwise constitute Security Collateral; (10d) assets Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the extent the granting or perfecting definition of a security interest in such assets would result in costs or other consequences to Holdings or any of its Subsidiaries as reasonably determined by the Company and the Administrative Agent that are excessive in view of the benefits that would be obtained by the Secured First Lien PartiesPledged Stock; (11e) any moneyMoney, cash, checks, other negotiable instruments, funds and other evidence of payment held in any Deposit Account of the Company Borrower or any of its Subsidiaries in the nature of a security deposit with respect to obligations for the benefit of the Company Borrower or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (12f) [reserved]; (g) any asset held for sale interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (h) any fee interest in owned real property (including Fixtures related thereto) if (A) the Fair Market Value of such fee interest at the time of the acquisition of such fee interest is less than $5,000,000 individually, or (B) such real property is located in an area identified as a special flood hazard area by the Federal Emergency Management Agency or other disposition following an acquisition applicable agency; (i) any Vehicles and any assets subject to certificate of any assets, business or Person, that title; (in the good faith determination j) Letter-of-Credit Rights and Commercial Tort Claims individually with a value of the Companyless than $10,000,000; (k) would not be material assets to the business extent the granting or operations perfecting of a security interest in such assets would result in costs or other consequences to the Company and Borrower or any of its Subsidiaries; provided that Subsidiaries as reasonably determined in writing by the Borrower, the Administrative Agent and, to the extent such asset so held shall be sold or assets would otherwise disposed of within 180 days of the consummation of such acquisition (as may be extended by constitute Term Loan Priority Collateral, the Collateral Agent in its reasonable discretiongood faith (which determination shall be conclusive), that are excessive in view of the benefits that would be obtained by the Secured Parties; (13l) any Instruments, Contracts, Chattel Paper, General Intangibles, Goods, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons (other than Holdings), a Subsidiary of Holdings or the Company or an Affiliate of any of the foregoing (collectively, “Restrictive Agreements”) that would otherwise be included in the Collateral (and such Restrictive Agreements shall not be deemed to constitute a part of the Collateral) for so long as, and to the extent that, those assets over which the granting of security interests in such a security interest pursuant hereto assets would result in a breachbe prohibited by contract permitted under the Credit Agreement, default applicable law or termination regulation or the organizational or joint venture documents of such Restrictive Agreements any non-wholly owned Subsidiary (including permitted liens, leases and licenses) (in each case, except after giving effect to the applicable anti-assignment provisions of the Code, other than proceeds and receivables thereof to the extent thatthat their assignment is expressly deemed effective under the Code notwithstanding such prohibitions), pursuant or to the UCC or other applicable law, the granting of extent that such security interests therein can would result in adverse tax consequences to the Borrower or any of its Subsidiaries (as determined by the Borrower in good faith, which determination shall be made without resulting in a breach, default conclusive) (it being understood that the Lenders shall not require the Borrower or termination any of such Restrictive Agreementsits Subsidiaries to enter into any security agreements or pledge agreements governed by foreign law); (14m) any Equipment assets specifically requiring perfection through control (including cash, cash equivalents, deposit accounts or other property that would otherwise be included bank or securities accounts), (i) to the extent the security interest in such asset is not automatically perfected by filings under the Uniform Commercial Code of any applicable jurisdiction, (ii) other than in the case of Pledged Stock, or Pledged Notes, to the extent not perfected by being held by the Collateral Agent or an Additional Agent as agent for the Collateral Agent, (iii) other than DDAs, Concentration Accounts, the Core Concentration Account and such Equipment or other property shall not be deemed Blocked Accounts (in each case only to constitute a part the extent required pursuant to Subsection 4.16 of the Collateral) if such Equipment or other property (x) is subject to a Lien described in clause (19)(B) or clause (25) of the definition of “Permitted Liens” in the Term Loan Credit Senior ABL Agreement securing Indebtedness incurred pursuant to Section 8.1(b)(iv) of the Term Loan Credit Agreement and any refinancing thereof permitted by Section 8.01(b)(xiii) (or any corresponding provisions of any other Secured First Lien Agreement) or (y) is subject to any Lien described in clause (27)(A) of the definition of “Permitted Liens” (or any corresponding provision of any Additional ABL Credit Facility)), and (iv) other First Lien Secured than the Collateral Proceeds Account (to the extent required pursuant to this Agreement), and any Collateral Proceeds Account under and as defined in the ABL Collateral Agreement (to the extent required pursuant to the ABL Collateral Agreement); (15n) Foreign Intellectual Property; (o) any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock, or any Equipment or other assets constituting a part thereof; (p) prior to the Discharge of ABL Obligations, any property that would otherwise constitute ABL Priority Collateral but is an Excluded Asset (as such term is defined in the ABL Collateral Agreement); (q) any Capital Stock and other securities of (i) a Subsidiary of the Borrower to the extent that the pledge of or property grant of Holdingsany other Lien on such Capital Stock and other securities for the benefit of any holders of securities results in the Borrower or any of its Restricted Subsidiaries being required to file separate financial statements for such Subsidiary with the Securities and Exchange Commission (or any other governmental authority) pursuant to either Rule 3-10 or 3-16 of Regulation S-X under the Securities Act, or any other law, rule or regulation as in effect from time to time, but only to the extent necessary to not be subject to such requirement and/or (ii) any Subsidiary of the Borrower that is an Unrestricted Subsidiary or an Excluded Subsidiary, other than a Foreign Subsidiary (which pledge of the Pledged Capital Stock of the Companya Foreign Subsidiary shall be limited to 65% of each series of its Capital Stock); (r) [reserved]; and (16s) any Goods in which a security interest is not perfected by filing a financing statement in the applicable Grantor’s jurisdiction of organization.

Certain Limited Exceptions. No security interest is or will be granted pursuant to this Agreement or any other First Lien Security Document in any right, title or interest of any Grantor Granting Party under or in, and “Personal Property Collateral”, “Real Property Collateral” and “Pledged Collateral” shall not include, include the following (collectively, the “Excluded Assets”): (1a) any fee interest Instruments, Contracts, Chattel Paper, General Intangibles, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons other than the U.S. Parent Borrower, a Subsidiary of the U.S. Parent Borrower or the other U.S. Borrowers or an Affiliate of any of the foregoing (collectively, “Restrictive Agreements”) that would otherwise be included in owned real property the Security Collateral (including Fixtures related theretoand such Restrictive Agreements shall not be deemed to constitute a part of the Security Collateral) if for so long as, and to the fair market value extent that, the granting of such fee interest is less than $5,000,000 individually; (2) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (3) any Vehicles, any assets subject to certificate of title and any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other assets constituting a part thereof; (4) Foreign Intellectual Property; (5) Letter-of-Credit Rights and Commercial Tort Claims individually with a value of less than $10,000,000; (6) any assets specifically requiring perfection through control agreements (including cash, cash equivalents, deposit accounts or other bank or securities accounts), other than (i) any assets in which a security interest is automatically perfected by filings under pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the UCC and (ii) Pledged Stock; (7) margin stock and those assets over which extent that, pursuant to the Code or any other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements); (b) any Equipment or other property that would otherwise be included in the Security Collateral (and such Equipment or other property shall not be deemed to constitute a part of the Security Collateral) if such Equipment or other property (x) is subject to a Lien described in clause (h) (with respect to Purchase Money Obligations or Capitalized Lease Obligations) or (o) (with respect to such Liens described in such assets would be prohibited by contract, applicable law clause (h)) of the definition of “Permitted Liens” in the Credit Agreement (or regulation or the organizational or joint venture documents any corresponding provision of any non-wholly owned Subsidiary (including permitted liens, leases and licenses) (in each case, after giving effect Additional Credit Facility; provided that such provision is not materially less favorable to the applicable anti-assignment provisions of Lenders than the UCC, other than Proceeds and receivables thereof to corresponding provision in the extent that their assignment is expressly deemed effective under the UCC notwithstanding such prohibitions) or to the extent that such security interests would result in material adverse tax consequences Credit Agreement (including as a result of the operation of Section 956 of the Code or any similar Law in any applicable jurisdiction) as reasonably determined in writing by the Company U.S. Parent Borrower and notified in writing to the Administrative Agent Collateral Agent) (it being understood but in each case only for so long as such Liens are in place) or (y) is subject to any Lien in respect of Hedging Obligations permitted by Subsection 9.6 of the Credit Agreement as a “Permitted Lien” pursuant to clause (h) of the definition thereof in the Credit Agreement (or any corresponding provision of any Additional Credit Facility; provided that neither such provision is not materially less favorable to the Company nor Lenders than the corresponding provision in the Credit Agreement (as reasonably determined in writing by the U.S. Parent Borrower and notified in writing to the Collateral Agent) (but in each case only for so long as such Liens are in place), and, in the case of such other property, such other property consists solely of (i) cash, Cash Equivalents or Temporary Cash Investments, together with proceeds, dividends and distributions in respect thereof, (ii) any assets relating to such assets, proceeds, dividends or distributions, or to such Hedging Obligations, and/or (iii) any other assets consisting of, relating to or arising under or in connection with (1) any Hedging Obligations or (2) any other agreements, instruments or documents related to any such Hedging Obligations or to any of its Subsidiaries shall be required the assets referred to enter into in any security agreements or pledge agreements governed by foreign lawof subclauses (i) through (iii) of this subclause (y); (8) Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the definition of Pledged Stock; (9c) any property (and/or related rights and/or assets) that (A) would otherwise be included in the Security Collateral (and such property (and/or related rights and/or assets) shall not be deemed to constitute a part of the Security Collateral) if such property has been sold or otherwise transferred in connection with a Qualified Securitization Financing Sale and Leaseback Transaction (as defined in the definition of “Exempt Sale and Leaseback Transaction” in the Credit Agreement) permitted under clause (x) or (xviii) of the definition of “Asset Disposition” in the Credit Agreement (or any corresponding provision of any Additional Credit Facility; provided that such provision is not materially less favorable to the Lenders than the corresponding provision in the Credit Agreement (as reasonably determined in writing by the Secured First Lien AgreementsU.S. Parent Borrower and notified in writing to the Collateral Agent), or a disposition (including a disposition pursuant B) is subject to a sale and lease-back any Liens permitted under Subsection 9.6 of the Credit Agreement (or other financing transaction) permitted any corresponding provision of any Additional Credit Facility; provided that such provision is not materially less favorable to the Lenders than the corresponding provision in the Credit Agreement in any material respect (as reasonably determined in writing by the First Lien Secured Agreements U.S. Parent Borrower and notified in writing to the Collateral Agent) which relates to property subject to any such Sale and Leaseback Transaction (as defined in the definition of “Exempt Sale and Leaseback Transaction” in the Credit Agreement) or general intangibles related thereto (but only for so long as such Liens are in place); provided that, notwithstanding the foregoing, a security interest of the Collateral Agent shall attach to any money, securities or other consideration received by any Grantor as consideration for the sale or other disposition of such property as and to the extent such consideration would otherwise constitute Security Collateral; (10d) Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the definition of Pledged Stock; (e) any Money, cash, checks, other negotiable instruments, funds and other evidence of payment held in any Deposit Account of the U.S. Parent Borrower or any of its Subsidiaries in the nature of a security deposit with respect to obligations for the benefit of the U.S. Parent Borrower or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to permitted Contractual Obligations; (f) Letter-of-Credit Rights; (g) any interest in leased real property (including Fixtures not constituting equipment related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (h) any fee interest in owned real property (including Fixtures related thereto) if the Fair Market Value of such fee interest is less than $10,000,000 individually; (i) any Vehicles and any assets subject to certificate of title; (j) Commercial Tort Claims individually reasonably expected to result in a recovery of less than $20,000,000; (k) assets to the extent the granting or perfecting of a security interest in such assets would result in costs or other consequences to Holdings the U.S. Parent Borrower or any of its Subsidiaries as reasonably determined in writing by the Company U.S. Parent Borrower and the Administrative Agent Agent, that are excessive in view of the benefits that would be obtained by the Secured First Lien Parties; (11l) those assets over which the granting of security interests in such assets would be prohibited by contract permitted under the Credit Agreement binding on any money, cash, checks, other negotiable instruments, funds and other evidence of payment held in any Deposit Account assets as of the Company date hereof or any acquired after the date hereof at the time of its Subsidiaries such acquisition and not incurred in the nature contemplation of a security deposit with respect to obligations for the benefit of the Company or any of its Subsidiariessuch acquisition, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (12) any asset held for sale regulation or other disposition following an acquisition the organizational or joint venture documents of any assetsnon-wholly owned Subsidiary (including permitted liens, business or Person, that (in the good faith determination of the Companyleases and licenses) would not be material to the business or operations of the Company and its Subsidiaries; provided that such asset so held shall be sold or otherwise disposed of within 180 days of the consummation of such acquisition (as may be extended by the Collateral Agent in its reasonable discretion); (13) any Instruments, Contracts, Chattel Paper, General Intangibles, Goods, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons (other than Holdings), a Subsidiary of Holdings or the Company or an Affiliate of any of the foregoing (collectively, “Restrictive Agreements”) that would otherwise be included in the Collateral (and such Restrictive Agreements shall not be deemed to constitute a part of the Collateral) for so long as, and to the extent that, the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code, other than proceeds and receivables thereof to the extent thatthat their assignment is expressly deemed effective under the Uniform Commercial Code notwithstanding such prohibitions), pursuant or to the UCC or other applicable law, the granting of extent that such security interests therein can be made without resulting would result in a breach, default adverse tax consequences to the U.S. Parent Borrower or termination any one or more of such Restrictive Agreementsits Subsidiaries as reasonably determined in writing by the U.S. Parent Borrower and notified in writing to the Collateral Agent (it being understood that the Lenders shall not require the U.S. Parent Borrower or any of its subsidiaries to enter into any security agreements or pledge agreements governed by foreign law); (14m) [reserved]; (n) Foreign Intellectual Property; (o) any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other property assets constituting a part thereof; (p) any Capital Stock and other securities of a Subsidiary of the U.S. Parent Borrower to the extent that would otherwise be included the pledge of or grant of any other Lien on such Capital Stock and other securities for the benefit of any holders of securities results in the Collateral (U.S. Parent Borrower or any of its Restricted Subsidiaries being required to file separate financial statements for such Subsidiary with the Securities and such Equipment or other property shall not be deemed to constitute a part of the Collateral) if such Equipment or other property (x) is subject to a Lien described in clause (19)(B) or clause (25) of the definition of “Permitted Liens” in the Term Loan Credit Agreement securing Indebtedness incurred pursuant to Section 8.1(b)(iv) of the Term Loan Credit Agreement and any refinancing thereof permitted by Section 8.01(b)(xiii) Exchange Commission (or any corresponding provisions other governmental authority) pursuant to either Rule 3-10 or 3-16 of Regulation S-X under the Securities Act, or any other Secured First Lien Agreement) law, rule or (y) is regulation as in effect from time to time, but only to the extent necessary to not be subject to any Lien described in clause (27)(A) of the definition of “Permitted Liens” (or any corresponding provision of any other First Lien Secured Agreement); (15) any assets or property of Holdings, other than the Pledged Stock of the Companysuch requirement; and (16q) any Goods in which a security interest is not perfected by filing a financing statement in the applicable Grantor’s jurisdiction of organization.

Certain Limited Exceptions. No security interest is or will be granted pursuant to this Agreement or any other First Lien Security Document in any right, title or interest of any Grantor Granting Party under or in, and “Personal Property Collateral”, “Real Property Collateral” and “Pledged Collateral” shall not include, include the following (collectively, the “Excluded Assets”): (1a) any fee interest Instruments, Contracts, Chattel Paper, General Intangibles, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons other than Holdings, a Subsidiary of Holdings or the Parent Borrower or an Affiliate of any of the foregoing,(collectively, “Restrictive Agreements”) that would otherwise be included in owned real property the Security Collateral (including Fixtures related theretoand such Restrictive Agreements shall not be deemed to constitute a part of the Security Collateral) if for so long as, and to the fair market value extent that, the granting of such fee interest is less than $5,000,000 individually; (2) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (3) any Vehicles, any assets subject to certificate of title and any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other assets constituting a part thereof; (4) Foreign Intellectual Property; (5) Letter-of-Credit Rights and Commercial Tort Claims individually with a value of less than $10,000,000; (6) any assets specifically requiring perfection through control agreements (including cash, cash equivalents, deposit accounts or other bank or securities accounts), other than (i) any assets in which a security interest is automatically perfected by filings under pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the UCC and (ii) Pledged Stock; (7) margin stock and those assets over which extent that, pursuant to the Code or other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such assets would be prohibited by contract, applicable law or regulation or the organizational or joint venture documents of any non-wholly owned Subsidiary (including permitted liens, leases and licenses) (in each case, after giving effect to the applicable anti-assignment provisions of the UCC, other than Proceeds and receivables thereof to the extent that their assignment is expressly deemed effective under the UCC notwithstanding such prohibitions) or to the extent that such security interests would result in material adverse tax consequences (including as a result of the operation of Section 956 of the Code or any similar Law in any applicable jurisdiction) as reasonably determined by the Company and notified in writing to the Administrative Agent (it being understood that neither the Company nor any of its Subsidiaries shall be required to enter into any security agreements or pledge agreements governed by foreign lawRestrictive Agreements); (8) Capital Stock b) any Equipment or other property that would otherwise be included in the Security Collateral (including for these purposes any investment and such Equipment or other property shall not be deemed to be Capital Stock for United States tax purposesconstitute a part of the Security Collateral) which if such Equipment or other property (x) (A) is subject to a Lien described in Subsection 8.14(d) or (e) (with respect to a Lien described in Subsection 8.14(d)) of the proviso Credit Agreement or (B) is subject to a Lien described in clause (h) with respect to Purchase Money Obligations and Capitalized Lease Obligations or (o) (with respect to such Liens described in clause (h)) of the definition of Pledged Stock“Permitted Liens” in the Term Loan Credit Agreement or (y) (A) is subject to any Lien in described in Subsection 8.14(q) of the Credit Agreement or (B) is subject to any Lien in respect of Hedging Obligations (as defined in the Term Loan Credit Agreement) permitted by Subsection 8.6 of the Term Loan Credit Agreement as a “Permitted Lien” pursuant to clause (h) of the definition thereof in the Term Loan Credit Agreement (but in each case only for so long as such Liens are in place), and such Equipment or other property consists solely of (i) cash, Cash Equivalents or Temporary Cash Investments, together with proceeds, dividends and distributions in respect thereof, (ii) any assets relating to such assets, proceeds, dividends or distributions or to any Hedging Obligations, and/or (iii) any other assets consisting of, relating to or arising under or in connection with (1) any Interest Rate Agreements, Currency Agreements or Commodities Agreements or (2) any other agreements, instruments or documents related to any Hedging Obligations or to any of the assets referred to in any of subclauses (i) through (iii) of this subclause (B); (9c) any property (and/or related rights and/or assets) that (A) would otherwise be included in the Security Collateral (and such property (and/or related rights and/or assets) shall not be deemed to constitute a part of the Security Collateral) if such property has been sold or otherwise transferred in connection with a Qualified Securitization Financing Sale and Leaseback Transaction permitted by under Subsection 8.5 of the Secured First Lien AgreementsCredit Agreement or clause (x) of the definition of “Asset Disposition” in the Term Loan Credit Agreement, or a disposition (including a disposition pursuant B) is subject to a sale any Liens permitted under Subsection 8.14 of the Credit Agreement or Subsection 8.6 of the Term Loan Credit Agreement which relates to property subject to any such Sale and lease-back Leaseback Transaction or other financing transaction) permitted by the First Lien Secured Agreements general intangibles related thereto (but only for so long as such Liens are in place), provided that, notwithstanding the foregoing, a security interest of the Collateral Agent shall attach to any money, securities or other consideration received by any Grantor as consideration for the sale or other disposition of such property as and to the extent such consideration would otherwise constitute Security Collateral; (10d) assets Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the extent the granting or perfecting definition of a security interest in such assets would result in costs or other consequences to Holdings or any of its Subsidiaries as reasonably determined by the Company and the Administrative Agent that are excessive in view of the benefits that would be obtained by the Secured First Lien PartiesPledged Stock; (11e) Capital Stock that constitutes de minimis shares of a Foreign Subsidiary held by any Granting Party as a nominee or in a similar capacity; (f) any moneyMoney, cash, checks, other negotiable instruments, funds and other evidence of payment held in any Deposit Account of the Company Parent Borrower or any of its Subsidiaries in the nature of a security deposit with respect to obligations for the benefit of the Company Parent Borrower or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (12g) any asset held for sale or other disposition following an acquisition of any assets, business or Person, that (in the good faith determination of the Company) would not be material to the business or operations of the Company and its Subsidiaries; provided that such asset so held shall be sold or otherwise disposed of within 180 days of the consummation of such acquisition (as may be extended by the Collateral Agent in its reasonable discretion); (13) any Instruments, Contracts, Chattel Paper, General Intangibles, Goods, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons (other than Holdings), a Subsidiary of Holdings or the Company or an Affiliate of any of the foregoing (collectively, “Restrictive Agreements”) that would otherwise be included in the Collateral (and such Restrictive Agreements shall not be deemed to constitute a part of the Collateral) for so long as, and to the extent that, the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the extent that, pursuant to the UCC or other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements); (14) any Equipment or other property that would otherwise be included in the Collateral (and such Equipment or other property shall not be deemed to constitute a part of the Collateral) if such Equipment or other property (x) is subject to a Lien described in clause (19)(B) or clause (25) of the definition of “Permitted Liens” in the Term Loan Credit Agreement securing Indebtedness incurred pursuant to Section 8.1(b)(iv) of the Term Loan Credit Merger Agreement and any refinancing thereof permitted by Section 8.01(b)(xiii) rights therein or arising thereunder (or except any corresponding provisions of any other Secured First Lien Agreement) or (y) is subject to any Lien described in clause (27)(A) proceeds of the definition of “Permitted Liens” (or any corresponding provision of any other First Lien Secured Merger Agreement); (15h) any assets interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or property of Holdings, other than the Pledged Stock of the Company; andcollateral access letters); (16i) any Goods fee interest in which a security owned real property (including Fixtures related thereto) if the fair market value of such fee interest is not perfected by filing a financing statement in the applicable Grantor’s jurisdiction of organization.less than $5,000,000 individually;

Certain Limited Exceptions. No security interest is or will be granted pursuant to this Agreement or any other First Lien Security Document in any right, title or interest of any Grantor Granting Party under or in, and “Personal Property Collateral”, “Real Property Collateral” and “Pledged Collateral” shall not include, include the following (subject to the last sentence of this Section 3.3, collectively, the “Excluded Assets”): (1a) any fee interest Instruments, Contracts, Chattel Paper, General Intangibles, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons other than Holdings, a Subsidiary of Holdings or an Affiliate thereof, (collectively, “Restrictive Agreements”) that would otherwise be included in owned real property the Security Collateral (including Fixtures related theretoand such Restrictive Agreements shall not be deemed to constitute a part of the Security Collateral) if for so long as, and to the fair market value extent that, the granting of such fee interest is less than $5,000,000 individually; (2) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (3) any Vehicles, any assets subject to certificate of title and any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other assets constituting a part thereof; (4) Foreign Intellectual Property; (5) Letter-of-Credit Rights and Commercial Tort Claims individually with a value of less than $10,000,000; (6) any assets specifically requiring perfection through control agreements (including cash, cash equivalents, deposit accounts or other bank or securities accounts), other than (i) any assets in which a security interest is automatically perfected by filings under pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the UCC and (ii) Pledged Stock; (7) margin stock and those assets over which extent that, pursuant to the Code or other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements); (b) any Equipment or other property that would otherwise be included in the Security Collateral (and such Equipment or other property shall not be deemed to constitute a part of the Security Collateral) if such Equipment or other property (x) is subject to a Lien described in clause (h) (with respect to Purchase Money Obligations or Capitalized Lease Obligations) or (o) (with respect to such Liens described in such assets would be prohibited by contractclause (h)) of the definition of “Permitted Liens” in the Credit Agreement (or any corresponding provision of the ABL Credit Agreement, applicable law the Second Lien Credit Agreement or regulation or any Additional Credit Facility; provided that such provision (other than any as in effect on the organizational or joint venture documents of any non-wholly owned Subsidiary (including permitted liens, leases and licensesdate hereof) (in each case, after giving effect is not materially less favorable to the applicable anti-assignment provisions of Lenders than the UCC, other than Proceeds and receivables thereof to corresponding provision in the extent that their assignment is expressly deemed effective under the UCC notwithstanding such prohibitions) or to the extent that such security interests would result in material adverse tax consequences Credit Agreement (including as a result of the operation of Section 956 of the Code or any similar Law in any applicable jurisdiction) as reasonably determined in writing by the Company Borrower and notified in writing to the Administrative Agent Collateral Agent) (it being understood but in each case only for so long as such Liens are in place)) or (y) is subject to any Lien in respect of Hedging Obligations permitted by Subsection 8.6 of the Credit Agreement as a “Permitted Lien” pursuant to clause (h) of the definition thereof in the Credit Agreement (or any corresponding provision of the ABL Credit Agreement, the Second Lien Credit Agreement or any Additional Credit Facility; provided that neither such provision (other than any as in effect on the Company nor date hereof) is not materially less favorable to the Lenders than the corresponding provision in the Credit Agreement (as reasonably determined in writing by the Borrower and notified in writing to the Collateral Agent) (but in each case only for so long as such Liens are in place)), and, in the case of such other property, such other property consists solely of (i) cash, Cash Equivalents, Temporary Cash Investments or Investment Grade Securities, together with proceeds, dividends and distributions in respect thereof, (ii) any assets relating to such assets, proceeds, dividends or distributions, or to such Hedging Obligations, and/or (iii) any other assets consisting of, relating to or arising under or in connection with (1) any Hedging Obligations or (2) any other agreements, instruments or documents related to any such Hedging Obligations or to any of its Subsidiaries shall be required the assets referred to enter into in any security agreements or pledge agreements governed by foreign lawof subclauses (i) through (iii) of this subclause (y); (8) Capital Stock c) any property that would otherwise be included in the Security Collateral (including for these purposes any investment and such property shall not be deemed to be Capital Stock for United States tax purposesconstitute a part of the Security Collateral) which is described if such property (x) has been sold or otherwise transferred in connection with a Special Purpose Financing (as defined in the proviso Credit Agreement), or (y) constitutes the proceeds or products of any property that has been sold or otherwise transferred pursuant to such Special Purpose Financing (other than any payments received by any Granting Party in payment for the sale and transfer of such property in such Special Purpose Financing) or (z) is subject to any Liens securing Indebtedness incurred in compliance with Section 8.1(b)(ix) of the Credit Agreement or permitted by Section 8.6 of the Credit Agreement as “Permitted Liens” permitted pursuant to clause (r) of the definition of Pledged Stock;such term (or any corresponding provisions of the ABL Credit Agreement, the Second Lien Credit Agreement or any Additional Credit Facility; provided that such provisions (other than any as in effect on the date hereof) are not materially less favorable to the Lenders than the corresponding provision in the Credit Agreement (as reasonably determined in writing by the Borrower and notified in writing to the Collateral Agent)). (9d) any property (and/or related rights and/or assets) that would otherwise be included in the Security Collateral (and such property (and/or related rights and/or assets) shall not be deemed to constitute a part of the Security Collateral) if such property (A) has been sold or otherwise transferred in connection with a Qualified Securitization Financing Sale and Leaseback Transaction (as defined in the definition of “Exempt Sale and Leaseback Transaction” in the Credit Agreement) permitted under clause (x) or (xviii) of the definition of “Asset Disposition” in the Credit Agreement or under Section 8.4 of the Credit Agreement (or any corresponding provision of the ABL Credit Agreement, Second Lien Credit Agreement or any Additional Credit Facility; provided that such provision (other than any as in effect on the date hereof) is not materially less favorable to the Lenders than the corresponding provision in the Credit Agreement (as reasonably determined in writing by the Secured First Lien AgreementsBorrower and notified in writing to the Collateral Agent)), or a disposition (including a disposition pursuant B) is subject to a sale and lease-back any Liens permitted under Subsection 8.6 of the Credit Agreement (or any corresponding provision of the ABL Credit Facility, Second Lien Credit Agreement or any Additional Credit Facility; provided that such provision (other financing transactionthan any as in effect on the date hereof) permitted is not materially less favorable to the Lenders than the corresponding provision in the Credit Agreement in any material respect (as reasonably determined in writing by the First Lien Secured Agreements Borrower and notified in writing to the Collateral Agent)) which relate to property subject to any such Sale and Leaseback Transaction (as defined in the definition of “Exempt Sale and Leaseback Transaction” in the Credit Agreement) or general intangibles related thereto (but only for so long as such Liens are in place); provided that, notwithstanding the foregoing, a security interest of the Collateral Agent shall attach to any money, securities or other consideration received by any Grantor as consideration for the sale or other disposition of such property as and to the extent such consideration would otherwise constitute Collateral; (10e) Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the definition of Pledged Stock; (f) any Money, cash, checks, other negotiable instruments, funds and other evidence of payment held in any Deposit Account of the Borrower or any of its Subsidiaries in the nature of a security deposit with respect to obligations for the benefit of the Borrower or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (g) the Investment Agreement (as defined in the ABL Credit Agreement) and the Redemption Agreement, and any rights therein or arising thereunder; (h) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (i) any fee interest in owned real property (including Fixtures related thereto) if the fair market value of such fee interest is less than (i) with respect to any such owned real property subject to a Mortgage on the date hereof, for so long as such Mortgage is in effect, $5.0 million individually and (ii) with respect to any other owned real property, $7.5 million individually; (j) any Vehicles and any assets subject to certificate of title; (k) Letter of Credit Rights and Commercial Tort Claims individually with a value of less than $7.5 million; (l) assets to the extent the granting or perfecting of a security interest in such assets would result in costs or other consequences to Holdings or any of its Subsidiaries as reasonably determined in writing by the Company Borrower and the Administrative Agent Agent, that are excessive in view of the benefits that would be obtained by the Secured First Lien Parties; (11m) those assets over which the granting of security interests in such assets would be prohibited by contract permitted under the Credit Agreement, applicable law or regulation or the organizational or joint venture documents of any non-wholly owned Subsidiary (including permitted liens, leases and licenses) (in each case, after giving effect to the applicable anti-assignment provisions of the Code, other than proceeds and receivables thereof to the extent that their assignment is expressly deemed effective under the Code notwithstanding such prohibitions), or to the extent that such security interests would result in adverse tax consequences to Holdings, Borrower or any one or more of its Subsidiaries as reasonably determined in writing by the Borrower and notified in writing to the Collateral Agent (it being understood that the Lenders shall not require the Borrower or any of its subsidiaries to enter into any security agreements or pledge agreements governed by foreign law); (n) any money, assets specifically requiring perfection through control (including cash, checkscash equivalents, deposit accounts or other bank or securities accounts), to the extent the security interest in such asset is not automatically perfected by filings under the Uniform Commercial Code of any applicable jurisdiction or, in the case of Pledged Stock, by being held by the Collateral Agent or an Additional Agent as agent for the Collateral Agent, other negotiable instrumentsthan (ii) prior to the Discharge of ABL Obligations, funds DDAs and Blocked Accounts (as defined in the ABL Credit Agreement) (in each case only to the extent required pursuant to Subsection 4.16 of the ABL Credit Agreement), and (ii) the Collateral Proceeds Account (to the extent required pursuant to this Agreement), and, prior to the Discharge of ABL Obligations, any Collateral Proceeds Account under and as defined in the ABL Guarantee and Collateral Agreement (to the extent required pursuant to the ABL Collateral Agreement); (o) Foreign Intellectual Property; (p) any aircrafts, airframes, aircraft engines, helicopters, vessels or rolling stock or any equipment or other asset constituting a part thereof; (q) any property that would otherwise constitute ABL Priority Collateral but is an Excluded Asset (as such term is defined in the ABL Guarantee and Collateral Agreement); and (r) any Capital Stock and other evidence securities of payment held a Subsidiary to the extent that the pledge of or grant of any other Lien on such Capital Stock or other securities for the benefit of any holders of securities results in any Deposit Account of the Company Borrower or any of its Subsidiaries in being required to file separate financial statements for such Subsidiary with the nature of a security deposit with respect to obligations for the benefit of the Company Securities and Exchange Commission (or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or other governmental authority) pursuant to Contractual Obligations; (12) either Rule 3-10 or 3-16 of Regulation S-X under the Securities Act, or any asset held for sale other law, rule or other disposition following an acquisition of any assetsregulation as in effect from time to time, business or Person, that (in the good faith determination of the Company) would not be material to the business or operations of the Company and its Subsidiaries; provided that such asset so held shall be sold or otherwise disposed of within 180 days of the consummation of such acquisition (as may be extended by the Collateral Agent in its reasonable discretion); (13) any Instruments, Contracts, Chattel Paper, General Intangibles, Goods, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons (other than Holdings), a Subsidiary of Holdings or the Company or an Affiliate of any of the foregoing (collectively, “Restrictive Agreements”) that would otherwise be included in the Collateral (and such Restrictive Agreements shall not be deemed to constitute a part of the Collateral) for so long as, and but only to the extent thatnecessary to not be subject to such requirement. For the avoidance of doubt, if any Grantor receives any payment or other amount under the granting of Investment Agreement or the Redemption Agreement, such a security interest pursuant hereto would result in a breachpayment or other amount shall constitute Collateral when and if actually received by such Grantor, default or termination of such Restrictive Agreements (in each case, except to the extent thatset forth above in Subsection 3.1. Notwithstanding the foregoing clauses (a) through (r), pursuant prior to the UCC or other applicable lawDischarge of ABL Obligations, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements); (14) any Equipment or other property that would otherwise be included in the Collateral (and such Equipment or other property “Excluded Assets” shall not be deemed to constitute a part of include any property or asset that is ABL Priority Collateral at any time such property or asset (i) constitutes “Collateral” or “Pledged Collateral” under the Collateral) if such Equipment or other property (x) is subject to a Lien described in clause (19)(B) or clause (25) of the definition of “Permitted Liens” in the Term Loan Credit Agreement securing Indebtedness incurred pursuant to Section 8.1(b)(iv) of the Term Loan Credit ABL Guarantee and Collateral Agreement and any refinancing thereof permitted by Section 8.01(b)(xiii(ii) (or any corresponding provisions for the avoidance of any other Secured First Lien Agreement) or (y) is subject to any Lien described in clause (27)(A) of the definition of “Permitted Liens” (or any corresponding provision of any other First Lien Secured Agreement); (15) any assets or property of Holdingsdoubt, other than the Pledged Stock of the Company; and (16) any Goods in which a security interest is not perfected by filing a financing statement in an “Excluded Asset” under the applicable Grantor’s jurisdiction of organizationABL Guarantee and Collateral Agreement.

Certain Limited Exceptions. No security interest is or will be granted pursuant to this Agreement or any other First Lien Security Document in any right, title or interest of any Grantor Granting Party under or in, and “Personal Property Collateral”, “Real Property Collateral” and “Pledged Collateral” shall not include, include the following (collectively, the “Excluded Assets”): (1a) any fee interest Instruments, Contracts, Chattel Paper, General Intangibles, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons other than Holdings, the Parent Borrower, a Subsidiary of the Parent Borrower, or an Affiliate of any of the foregoing (collectively, “Restrictive Agreements”) that would otherwise be included in owned real property the Security Collateral (including Fixtures related theretoand such Restrictive Agreements shall not be deemed to constitute a part of the Security Collateral) if for so long as, and to the fair market value extent that, the granting of such fee interest is less than $5,000,000 individually; (2) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (3) any Vehicles, any assets subject to certificate of title and any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other assets constituting a part thereof; (4) Foreign Intellectual Property; (5) Letter-of-Credit Rights and Commercial Tort Claims individually with a value of less than $10,000,000; (6) any assets specifically requiring perfection through control agreements (including cash, cash equivalents, deposit accounts or other bank or securities accounts), other than (i) any assets in which a security interest is automatically perfected by filings under pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the UCC extent that, pursuant to the Code and (ii) Pledged Stock; (7) margin stock and those assets over which any other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such assets would be prohibited by contract, applicable law or regulation or the organizational or joint venture documents of any non-wholly owned Subsidiary (including permitted liens, leases and licenses) (in each case, after giving effect to the applicable anti-assignment provisions of the UCC, other than Proceeds and receivables thereof to the extent that their assignment is expressly deemed effective under the UCC notwithstanding such prohibitions) or to the extent that such security interests would result in material adverse tax consequences (including as a result of the operation of Section 956 of the Code or any similar Law in any applicable jurisdiction) as reasonably determined by the Company and notified in writing to the Administrative Agent (it being understood that neither the Company nor any of its Subsidiaries shall be required to enter into any security agreements or pledge agreements governed by foreign lawRestrictive Agreements); (8) Capital Stock b) any Equipment or other property that would otherwise be included in the Security Collateral (including for these purposes any investment and such Equipment or other property shall not be deemed to be Capital Stock for United States tax purposesconstitute a part of the Security Collateral) which if such Equipment or other property (x) (A) is subject to a Lien described in Subsection 8.14(d) or 8.14(e) (with respect to a Lien described in Subsection 8.14(d)) of the proviso Credit Agreement (or any corresponding provision of any Additional Credit Facility) or (B) is subject to a Lien described in clause (h) (with respect to Purchase Money Obligations or Financing Lease Obligations) or (o) (with respect to such Liens described in such clause (h)) of the definition of Pledged Stock“Permitted Liens” in the Cash Flow Credit Agreement (or any corresponding provision of any Additional Credit Facility; provided that such provision in any Additional Credit Facility is not materially less favorable to the Lenders than the corresponding provision in the Credit Agreement (as determined by the Borrower Representative in good faith, which determination shall be conclusive) (but in each case only for so long as such Liens are in place)) or (y) (A) is subject to any Lien described in Subsection 8.14(q) of the Credit Agreement (or any corresponding provision of any Additional Credit Facility) or (B) is subject to any Lien in respect of Hedging Obligations (as defined in the Cash Flow Credit Agreement) permitted by Subsection 8.6 of the Cash Flow Credit Agreement as a “Permitted Lien” pursuant to clause (h) of the definition thereof in the Cash Flow Credit Agreement (or any corresponding provision of any Additional Credit Facility; provided that such provision in any Additional Credit Facility is not materially less favorable to the Lenders than the corresponding provision in the Credit Agreement (as determined by the Borrower Representative in good faith, which determination shall be conclusive) (but in each case only for so long as such Liens are in place)), and, in the case of such other property, such other property consists solely of (i) cash, Cash Equivalents or Temporary Cash Investments, together with proceeds, dividends and distributions in respect thereof, (ii) any assets relating to such assets, proceeds, dividends or distributions, or to such Hedging Obligations (as defined in the Cash Flow Credit Agreement), and/or (iii) any other assets consisting of, relating to or arising under or in connection with (1) any Hedging Obligations (as defined in the Cash Flow Credit Agreement) or (2) any other agreements, instruments or documents related to any Hedging Obligations (as defined in the Cash Flow Credit Agreement) or to any of the assets referred to in any of subclauses (i) through (iii) of this subclause (b)(y); (9c) any property (and/or related rights and/or assets) that (A) would otherwise be included in the Security Collateral (and such property (and/or related rights and/or assets) shall not be deemed to constitute a part of the Security Collateral) if such property has been sold or otherwise transferred in connection with a Qualified Securitization Financing Sale and Leaseback Transaction (as defined in the definition of “Exempt Sale and Leaseback Transaction” in the Cash Flow Credit Agreement) permitted under Subsection 8.5 of the Credit Agreement (or any corresponding provision of any Additional Credit Facility) or clause (x) or (xix) of the definition of “Asset Disposition” in the Cash Flow Credit Agreement (or any corresponding provision of any Additional Credit Facility; provided that such provision in any Additional Credit Facility is not materially less favorable to the Lenders than the corresponding provision in the Cash Flow Credit Agreement (as determined by the Secured First Lien AgreementsBorrower Representative in good faith, which determination shall be conclusive)), or a disposition (including a disposition pursuant B) is subject to a sale and lease-back any Liens permitted under Subsection 8.14 of the Credit Agreement (or other financing transactionany corresponding provision of any Additional Credit Facility) permitted or Subsection 8.6 of the Cash Flow Credit Agreement (or any corresponding provision of any Additional Credit Facility; provided that such provision in any Additional Credit Facility is not materially less favorable to the Lenders than the corresponding provision in the Cash Flow Credit Agreement in any material respect (as determined by the First Lien Secured Agreements Borrower Representative in good faith, which determination shall be conclusive)) that, in each case, relate to property subject to any such Sale and Leaseback Transaction (as defined in the definition of “Exempt Sale and Leaseback Transaction” in the Cash Flow Credit Agreement) or general intangibles related thereto (but only for so long as such Liens are in place); provided that, notwithstanding the foregoing, a security interest of the Collateral Agent shall attach to any money, securities or other consideration received by any Grantor as consideration for the sale or other disposition of such property as and to the extent such consideration would otherwise constitute Security Collateral; (10d) assets Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the extent the granting or perfecting definition of a security interest in such assets would result in costs or other consequences to Holdings or any of its Subsidiaries as reasonably determined by the Company and the Administrative Agent that are excessive in view of the benefits that would be obtained by the Secured First Lien PartiesPledged Stock; (11e) any moneyMoney, cash, checks, other negotiable instruments, funds and other evidence of payment held in any Deposit Account of the Company Parent Borrower or any of its Subsidiaries in the nature of a security deposit with respect to obligations for the benefit of the Company Parent Borrower or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (12f) (x) the Pisces Acquisition Agreement and any asset held for sale rights therein or other disposition following an acquisition of arising thereunder (except any assets, business or Person, that (in the good faith determination proceeds of the CompanyPisces Acquisition Agreement) would not be material to and (y) the business Atlas Acquisition Agreement and any rights therein or operations arising thereunder (except any proceeds of the Company and its Subsidiaries; provided that such asset so held shall be sold or otherwise disposed of within 180 days of the consummation of such acquisition (as may be extended by the Collateral Agent in its reasonable discretionAtlas Acquisition Agreement); (13g) any Instrumentsinterest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, Contractsestoppels or collateral access letters); (h) any fee interest in owned real property (including Fixtures related thereto) if (A) the fair market value (as determined by the Borrower Representative in good faith, Chattel Paperwhich determination shall be conclusive) of such fee interest at the time of the acquisition of such fee interest is less than $15,000,000 individually, General Intangibles, Goods, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or (B) such real property is located in an area identified as a special flood hazard area by the Federal Emergency Management Agency or other contracts or agreements with or issued by Persons applicable agency; (i) any Vehicles and any assets subject to certificate of title; (j) Letter-of-Credit Rights (other than Holdings), a Subsidiary of Holdings or the Company or an Affiliate of any of the foregoing Letter-of-Credit Rights (collectively, “Restrictive Agreements”i) that would otherwise be included in the Collateral (and such Restrictive Agreements shall not be deemed to constitute a part of the Collateral) for so long as, and to the extent that, the granting such Letter-of-Credit Rights are supporting obligations in respect of such Collateral and (ii) in which a security interest pursuant hereto would result in a breachis automatically perfected by filings under the Uniform Commercial Code of any applicable jurisdiction; provided that, default notwithstanding any other provision of this Agreement or termination of any other Loan Document, neither the Parent Borrower nor any other Grantor will be required to confer perfection by control over any such Restrictive Agreements (Letter-of-Credit Rights) and Commercial Tort Claims, in each case, except individually with a value of less than $15,000,000; (k) assets to the extent thatthe granting or perfecting of a security interest in such assets would result in costs or other consequences to Topco or any of its Subsidiaries as reasonably determined in writing by the Borrower Representative, pursuant the Administrative Agent and, to the UCC extent such assets would otherwise constitute ABL Priority Collateral, the Collateral Agent, which determination shall be conclusive, that are excessive in view of the benefits that would be obtained by the Secured Parties; (l) those assets over which the granting of security interests in such assets would be prohibited by contract permitted under the Credit Agreement, applicable law or other applicable lawregulation or the organizational or joint venture documents of any non-wholly owned Subsidiary (including permitted liens, leases and licenses), including contracts over which the granting of security interests therein can would result in termination thereof (in each case, after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code of any applicable jurisdiction, other than proceeds and receivables thereof to the extent that their assignment is expressly deemed effective under the Uniform Commercial Code of any applicable jurisdiction notwithstanding such prohibitions for so long as such prohibitions are in effect), or to the extent that such security interests would result in adverse tax consequences to Topco or one of its Subsidiaries (or, at the election of the Borrower Representative in connection with an initial public offering or other restructuring of the Parent Borrower, any Parent Entity, the Parent Borrower or any of its Subsidiaries) (as determined by the Borrower Representative in good faith, which determination shall be made without resulting in a breach, default conclusive) (it being understood that the Lenders shall not require the Parent Borrower or termination any of such Restrictive Agreementsits Subsidiaries to enter into any security agreements or pledge agreements governed by foreign law); (14m) any Equipment assets specifically requiring perfection through control (including cash, cash equivalents, deposit accounts or other property that would otherwise be included bank or securities accounts), (i) to the extent the security interest in such asset is not perfected by filings under the Uniform Commercial Code of any applicable jurisdiction, (ii) other than in the case of Pledged Stock or Pledged Notes, to the extent not perfected by being held by the Collateral Agent or an Additional Agent as agent for the Collateral Agent, (iii) other than DDAs, Concentration Accounts, the Core Concentration Account and such Equipment or other property shall not be deemed Blocked Accounts (in each case only to constitute a part the extent required pursuant to Subsection 4.16 of the Collateral) if such Equipment or other property (x) is subject to a Lien described in clause (19)(B) or clause (25) of the definition of “Permitted Liens” in the Term Loan Credit Agreement securing Indebtedness incurred pursuant to Section 8.1(b)(iv) of the Term Loan Credit Agreement and any refinancing thereof permitted by Section 8.01(b)(xiii) (or any corresponding provisions of any other Secured First Lien Agreement) or (y) is subject to any Lien described in clause (27)(A) of the definition of “Permitted Liens” (or any corresponding provision of any Additional ABL Credit Facility)), and (iv) other First Lien Secured than the Collateral Proceeds Account (to the extent required pursuant to this Agreement), and any Collateral Proceeds Account under and as defined in the Cash Flow Collateral Agreement (to the extent required pursuant to the Cash Flow Collateral Agreement); (15n) Foreign Intellectual Property; (o) any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other assets constituting a part thereof; (p) prior to the Discharge of Cash Flow Obligations and the Discharge of Additional Cash Flow Obligations, any property that would otherwise constitute Cash Flow Priority Collateral but is an Excluded Asset (as such term is defined in the Cash Flow Collateral Agreement); (q) any Capital Stock and other securities of (i) a Subsidiary of the Parent Borrower to the extent that the pledge of or grant of any other Lien on such Capital Stock and other securities for the benefit of any holders of securities results in the Parent Borrower or any of its Restricted Subsidiaries being required to file separate financial statements for such Subsidiary with the Securities and Exchange Commission (or any other governmental authority) pursuant to either Rule 3-10 or 3-16 of Regulation S-X under the Securities Act, or any other law, rule or regulation as in effect from time to time, but only to the extent necessary to not be subject to such requirement and/or (ii) any Subsidiary of the Parent Borrower that is (x) an Unrestricted Subsidiary or (y) an Excluded Subsidiary, other than a Foreign Subsidiary (which pledge of Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of a Foreign Subsidiary shall be limited to 65% of each series of its Capital Stock); (r) any assets or property of Holdings, other than the Pledged Stock of the CompanyParent Borrower; and (16s) any Goods in which a security interest is not perfected by filing a financing statement in the applicable Grantor’s jurisdiction of organization. For the avoidance of doubt, if any Grantor receives any payment or other amount under the Atlas Acquisition Agreement or the Pisces Acquisition Agreement, such payment or other amount shall constitute Collateral when and if actually received by such Grantor, to the extent set forth in Subsection 3.1.

Certain Limited Exceptions. No security interest is or will be granted pursuant to this Agreement or any other First Lien Security Document hereto in any right, title or interest of any Grantor Granting Party under or in, and “Personal Property Collateral”, “Real Property Collateral” and “Pledged Collateral” shall not include, the following in (collectively, the “Excluded Assets”): (1) any fee interest in owned real property (including Fixtures related thereto) if the fair market value of such fee interest is less than $5,000,000 individually; (2) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (3) any Vehicles, any assets subject to certificate of title and any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other assets constituting a part thereof; (4) Foreign Intellectual Property; (5) Letter-of-Credit Rights and Commercial Tort Claims individually with a value of less than $10,000,000; (6) any assets specifically requiring perfection through control agreements (including cash, cash equivalents, deposit accounts or other bank or securities accounts), other than (i) any assets in which a security interest is automatically perfected by filings under the UCC and (ii) Pledged Stock; (7) margin stock and those assets over which the granting of security interests in such assets would be prohibited by contract, applicable law or regulation or the organizational or joint venture documents of any non-wholly owned Subsidiary (including permitted liens, leases and licenses) (in each case, after giving effect to the applicable anti-assignment provisions of the UCC, other than Proceeds and receivables thereof to the extent that their assignment is expressly deemed effective under the UCC notwithstanding such prohibitions) or to the extent that such security interests would result in material adverse tax consequences (including as a result of the operation of Section 956 of the Code or any similar Law in any applicable jurisdiction) as reasonably determined by the Company and notified in writing to the Administrative Agent (it being understood that neither the Company nor any of its Subsidiaries shall be required to enter into any security agreements or pledge agreements governed by foreign law); (8) Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the definition of Pledged Stock; (9) any property (and/or related rights and/or assets) that would otherwise be included in the Collateral (and such property (and/or related rights and/or assets) shall not be deemed to constitute a part of the Collateral) if such property has been sold or otherwise transferred in connection with a Qualified Securitization Financing permitted by the Secured First Lien Agreements, or a disposition (including a disposition pursuant to a sale and lease-back or other financing transaction) permitted by the First Lien Secured Agreements provided that, notwithstanding the foregoing, a security interest of the Collateral Agent shall attach to any money, securities or other consideration received by any Grantor as consideration for the sale or other disposition of such property as and to the extent such consideration would otherwise constitute Collateral; (10) assets to the extent the granting or perfecting of a security interest in such assets would result in costs or other consequences to Holdings or any of its Subsidiaries as reasonably determined by the Company and the Administrative Agent that are excessive in view of the benefits that would be obtained by the Secured First Lien Parties; (11) any money, cash, checks, other negotiable instruments, funds and other evidence of payment held in any Deposit Account of the Company or any of its Subsidiaries in the nature of a security deposit with respect to obligations for the benefit of the Company or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (12) any asset held for sale or other disposition following an acquisition of any assets, business or Person, that (in the good faith determination of the Company) would not be material to the business or operations of the Company and its Subsidiaries; provided that such asset so held shall be sold or otherwise disposed of within 180 days of the consummation of such acquisition (as may be extended by the Collateral Agent in its reasonable discretion); (13a) any Instruments, Contracts, Chattel Paper, General Intangibles, Goods, Copyright Licenses, Patent Licenses, Trademark Trade-xxxx Licenses, Trade Secret Industrial Design Licenses or other contracts or agreements with or issued by Persons (other than Holdings)CCMC Corporation, a Subsidiary of Holdings or the Company CCMG Corporation or an Affiliate of any of the foregoing thereof, (collectively, “Restrictive Agreements”) that would otherwise be included in the Security Collateral (and such Restrictive Agreements shall not be deemed to constitute a part of the Security Collateral) for so long as, and to the extent that, the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the extent that, pursuant to the UCC PPSA or other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements); (14b) any Equipment or other that would otherwise be included in the Security Collateral (and such Equipment shall not be deemed to constitute a part of the Security Collateral) if such Equipment is subject to a Lien permitted by subsection 8.3(h) of the Credit Agreement (but only for so long as such Liens are in place); (c) any property that would otherwise be included in the Security Collateral (and such Equipment or other property shall not be deemed to constitute a part of the Security Collateral) if such Equipment property has been sold or other property (x) is subject to otherwise transferred in connection with a Lien described in clause (19)(B) Special Purpose Financing or clause (25) a Sale and Leaseback Transaction permitted under subsection 8.12 of the definition of “Permitted Liens” in the Term Loan Credit Agreement securing Indebtedness incurred pursuant to Section 8.1(b)(iv) of the Term Loan Credit Agreement and any refinancing thereof permitted by Section 8.01(b)(xiii) (Agreement, or any corresponding provisions of any other Secured First Lien Agreement) or (y) is subject to any Lien described in clause (27)(ALiens permitted under subsection 8.3(n) of the Credit Agreement. Notwithstanding the foregoing, the security interest of the Canadian Collateral Agent shall attach to any money, securities or other consideration received by any Grantor as consideration for the sale or other disposition of such property; (d) Capital Stock which is specifically excluded from the definition of “Permitted Liens” Pledged Stock by virtue of the proviso contained in the parenthetical to such definition; (e) Vehicle Rental Concession Rights; (f) for the avoidance of doubt, any Deposit Account and any Money, cash, cheques, other negotiable instrument, funds and other evidence of payment therein held by any ‘qualified intermediary’ in connection with the HERC LKE Program or Rental Car LKE Program; (g) any Money, cash, cheques, other negotiable instrument, funds and other evidence of payment held in any Deposit Account of the Parent Borrower or any corresponding provision of its Subsidiaries (i) for the benefit of customers of Hertz Claim Management Corporation or any of its Subsidiaries in the ordinary course of business and (ii) in the nature of security deposit with respect to obligations for the benefit of the Parent Borrower or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (h) any property that would otherwise be included in the Security Collateral (and such property shall not be deemed to constitute a part of the Security Collateral) if such property is subject to other First Lien Secured AgreementLiens permitted by subsection 8.3(t)(i) of the Credit Agreement to the extent that, prior to or simultaneously with such property being excluded from, and/or ceasing to constitute a part of, the Security Collateral, one or more of the Borrowers shall have repaid amounts outstanding under the Credit Agreement such that (x) the sum of (A) the aggregate U.S. Facility Revolving Credit Lender Exposure plus (B) the aggregate unpaid balance of all other Extensions of Credit to, or for the account of the U.S. Borrowers plus (C) the amount of the aggregate unpaid Extensions of Credit made to the Canadian Borrowers, does not exceed (y) the sum of (A) the Canadian Borrowing Base (as set forth in a Borrowing Base Certificate delivered on the date of such prepayment (with appropriate adjustments to the form thereof) calculating the Canadian Borrowing Base after giving effect to the exclusion of such property from the Security Collateral and (B) the U.S. Borrowing Base (as set forth in a Borrowing Base Certificate delivered on the date of such prepayment (with appropriate adjustments to the form thereof) calculating the U.S. Borrowing Base after giving effect to the exclusion of such property from the Security Collateral); (15i) notwithstanding the grant of security interest made by the Grantors in favour of the Canadian Collateral Agent, for the rateable benefit of the Secured Parties, of all of its Pledged Stock, any assets Grantor that controls any interest (for the purposes of this Section 3.3(h), “ULC Interests”) in any unlimited liability company (for the purposes of this Section 3.3(h), a “ULC”) pledged hereunder shall remain registered as the sole registered and beneficial owner of such ULC Interests and will remain as registered and beneficial owner until such time as such ULC Interests are effectively transferred into the name of the Canadian Collateral Agent or property any other person on the books and records of Holdingssuch ULC. Nothing in this Agreement is intended to or shall constitute the Canadian Collateral Agent or any person as a shareholder or member of any ULC until such time as notice is given to such ULC and further steps are taken thereunder so as to register the Canadian Collateral Agent or any other person as the holder of the ULC Interests of such ULC. To the extent any provision hereof would have the effect of constituting the Canadian Collateral Agent or any other person as a shareholder or member of a ULC prior to such time, other than such provision shall be severed therefrom and ineffective with respect to the ULC Interests of such ULC without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Pledged Stock which are not ULC Interests. Except upon the exercise of rights to sell or otherwise dispose of ULC Interests following the occurrence and during the continuance of an Event of Default hereunder, no Grantor shall cause or permit, or enable any ULC in which it holds ULC Interests to cause or permit, the Canadian Collateral Agent to: (a) be registered as shareholders or members of such ULC; (b) have any notation entered in its favour in the share register of such ULC; (c) be held out as a shareholder or member of such ULC; (d) receive, directly or indirectly, any dividends, property or other distributions from such ULC by reason of the Company; and (16) any Goods in which Canadian Collateral Agent holding a security interest is in such ULC; or (e) act as a shareholder or member of such ULC, or exercise any rights of a shareholder or member of such ULC including the right to attend a meeting of, or to vote the shares of, such ULC; (j) the Collateral shall not perfected by filing a financing statement include the last day of the term of any lease or agreement therefor but upon the enforcement of the security interest granted hereby in the applicable Grantor’s jurisdiction Collateral, the Grantors or any of organization.them shall stand possessed of such last day in trust to assign the same to any person acquiring such term; (k) the term “Goods” when used in this Agreement shall not include “consumer goods” of any Grantor as that term is defined in the PPSA;

Certain Limited Exceptions. No security interest is or will be granted pursuant to this Agreement or any other First Lien Security Document in any right, title or interest of any Grantor Granting Party under or in, and “Personal Property Collateral”, “Real Property Collateral” and “Pledged Collateral” shall not include, include the following (subject to the last sentence of this Section 3.3, collectively, the “Excluded Assets”): (1a) any fee interest Instruments, Contracts, Chattel Paper, General Intangibles, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons other than Holdings, a Subsidiary of Holdings or an Affiliate thereof, (collectively, “Restrictive Agreements”) that would otherwise be included in owned real property the Security Collateral (including Fixtures related theretoand such Restrictive Agreements shall not be deemed to constitute a part of the Security Collateral) if for so long as, and to the fair market value extent that, the granting of such fee interest is less than $5,000,000 individually; (2) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (3) any Vehicles, any assets subject to certificate of title and any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other assets constituting a part thereof; (4) Foreign Intellectual Property; (5) Letter-of-Credit Rights and Commercial Tort Claims individually with a value of less than $10,000,000; (6) any assets specifically requiring perfection through control agreements (including cash, cash equivalents, deposit accounts or other bank or securities accounts), other than (i) any assets in which a security interest is automatically perfected by filings under pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the UCC and (ii) Pledged Stock; (7) margin stock and those assets over which extent that, pursuant to the Code or other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements); (b) any Equipment or other property that would otherwise be included in the Security Collateral (and such Equipment or other property shall not be deemed to constitute a part of the Security Collateral) if such Equipment or other property (x) is subject to a Lien described in clause (h) (with respect to Purchase Money Obligations or Capitalized Lease Obligations) or (o) (with respect to such Liens described in such assets would be prohibited by contractclause (h)) of the definition of “Permitted Liens” in the Credit Agreement (or any corresponding provision of the ABL Credit Agreement, applicable law the First Lien Credit Agreement or regulation or any Additional Credit Facility; provided that such provision (other than any as in effect on the organizational or joint venture documents of any non-wholly owned Subsidiary (including permitted liens, leases and licensesdate hereof) (in each case, after giving effect is not materially less favorable to the applicable anti-assignment provisions of Lenders than the UCC, other than Proceeds and receivables thereof to corresponding provision in the extent that their assignment is expressly deemed effective under the UCC notwithstanding such prohibitions) or to the extent that such security interests would result in material adverse tax consequences Credit Agreement (including as a result of the operation of Section 956 of the Code or any similar Law in any applicable jurisdiction) as reasonably determined in writing by the Company Borrower and notified in writing to the Administrative Agent Collateral Agent) (it being understood but in each case only for so long as such Liens are in place)) or (y) is subject to any Lien in respect of Hedging Obligations permitted by Subsection 8.6 of the Credit Agreement as a “Permitted Lien” pursuant to clause (h) of the definition thereof in the Credit Agreement (or any corresponding provision of the ABL Credit Agreement, the First Lien Credit Agreement or any Additional Credit Facility; provided that neither such provision (other than any as in effect on the Company nor date hereof) is not materially less favorable to the Lenders than the corresponding provision in the Credit Agreement (as reasonably determined in writing by the Borrower and notified in writing to the Collateral Agent) (but in each case only for so long as such Liens are in place)), and, in the case of such other property, such other property consists solely of (i) cash, Cash Equivalents, Temporary Cash Investments or Investment Grade Securities, together with proceeds, dividends and distributions in respect thereof, (ii) any assets relating to such assets, proceeds, dividends or distributions, or to such Hedging Obligations, and/or (iii) any other assets consisting of, relating to or arising under or in connection with (1) any Hedging Obligations or (2) any other agreements, instruments or documents related to any such Hedging Obligations or to any of its Subsidiaries shall be required the assets referred to enter into in any security agreements or pledge agreements governed by foreign lawof subclauses (i) through (iii) of this subclause (y); (8) Capital Stock c) any property that would otherwise be included in the Security Collateral (including for these purposes any investment and such property shall not be deemed to be Capital Stock for United States tax purposesconstitute a part of the Security Collateral) which is described if such property (x) has been sold or otherwise transferred in connection with a Special Purpose Financing (as defined in the proviso Credit Agreement), or (y) constitutes the proceeds or products of any property that has been sold or otherwise transferred pursuant to such Special Purpose Financing (other than any payments received by any Granting Party in payment for the sale and transfer of such property in such Special Purpose Financing) or (z) is subject to any Liens securing Indebtedness incurred in compliance with Section 8.1(b)(ix) of the Credit Agreement or permitted by Section 8.6 of the Credit Agreement as “Permitted Liens” permitted pursuant to clause (r) of the definition of Pledged Stock;such term (or any corresponding provisions of the ABL Credit Agreement, the First Lien Credit Agreement or any Additional Credit Facility; provided that such provisions (other than any as in effect on the date hereof) are not materially less favorable to the Lenders than the corresponding provision in the Credit Agreement (as reasonably determined in writing by the Borrower and notified in writing to the Collateral Agent)). (9d) any property (and/or related rights and/or assets) that would otherwise be included in the Security Collateral (and such property (and/or related rights and/or assets) shall not be deemed to constitute a part of the Security Collateral) if such property (A) has been sold or otherwise transferred in connection with a Qualified Securitization Financing Sale and Leaseback Transaction (as defined in the definition of “Exempt Sale and Leaseback Transaction” in the Credit Agreement) permitted under clause (x) or (xviii) of the definition of “Asset Disposition” in the Credit Agreement or under Section 8.4 of the Credit Agreement (or any corresponding provision of the ABL Credit Agreement, First Lien Credit Agreement or any Additional Credit Facility; provided that such provision (other than any as in effect on the date hereof) is not materially less favorable to the Lenders than the corresponding provision in the Credit Agreement (as reasonably determined in writing by the Secured Borrower and notified in writing to the Collateral Agent)), or (B) is subject to any Liens permitted under Subsection 8.6 of the Credit Agreement (or any corresponding provision of the ABL Credit Facility, First Lien Agreements, Credit Agreement or a disposition any Additional Credit Facility; provided that such provision (including a disposition pursuant other than any as in effect on the date hereof) is not materially less favorable to a sale and lease-back or other financing transaction) permitted the Lenders than the corresponding provision in the Credit Agreement in any material respect (as reasonably determined in writing by the First Lien Secured Agreements Borrower and notified in writing to the Collateral Agent)) which relate to property subject to any such Sale and Leaseback Transaction (as defined in the definition of “Exempt Sale and Leaseback Transaction” in the Credit Agreement) or general intangibles related thereto (but only for so long as such Liens are in place); provided that, notwithstanding the foregoing, a security interest of the Collateral Agent shall attach to any money, securities or other consideration received by any Grantor as consideration for the sale or other disposition of such property as and to the extent such consideration would otherwise constitute Collateral; (10e) Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the definition of Pledged Stock; (f) any Money, cash, checks, other negotiable instruments, funds and other evidence of payment held in any Deposit Account of the Borrower or any of its Subsidiaries in the nature of a security deposit with respect to obligations for the benefit of the Borrower or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (g) the Investment Agreement (as defined in the ABL Credit Agreement) and the Redemption Agreement, and any rights therein or arising thereunder; (h) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (i) any fee interest in owned real property (including Fixtures related thereto) if the fair market value of such fee interest is less than (i) with respect to any such owned real property subject to a Mortgage on the date hereof, for so long as such Mortgage is in effect, $5.0 million individually and (ii) with respect to any other owned real property, $7.5 million individually; (j) any Vehicles and any assets subject to certificate of title; (k) Letter of Credit Rights and Commercial Tort Claims individually with a value of less than $7.5 million; (l) assets to the extent the granting or perfecting of a security interest in such assets would result in costs or other consequences to Holdings or any of its Subsidiaries as reasonably determined in writing by the Company Borrower and the Administrative Agent Agent, that are excessive in view of the benefits that would be obtained by the Secured First Lien Parties; (11m) those assets over which the granting of security interests in such assets would be prohibited by contract permitted under the Credit Agreement, applicable law or regulation or the organizational or joint venture documents of any non-wholly owned Subsidiary (including permitted liens, leases and licenses) (in each case, after giving effect to the applicable anti-assignment provisions of the Code, other than proceeds and receivables thereof to the extent that their assignment is expressly deemed effective under the Code notwithstanding such prohibitions), or to the extent that such security interests would result in adverse tax consequences to Holdings, Borrower or any one or more of its Subsidiaries as reasonably determined in writing by the Borrower and notified in writing to the Collateral Agent (it being understood that the Lenders shall not require the Borrower or any of its subsidiaries to enter into any security agreements or pledge agreements governed by foreign law); (n) any money, assets specifically requiring perfection through control (including cash, checkscash equivalents, deposit accounts or other bank or securities accounts), to the extent the security interest in such asset is not automatically perfected by filings under the Uniform Commercial Code of any applicable jurisdiction or, in the case of Pledged Stock, by being held by the Collateral Agent or an Additional Agent as agent for the Collateral Agent, other negotiable instrumentsthan (ii) prior to the Discharge of ABL Obligations, funds DDAs and Blocked Accounts (as defined in the ABL Credit Agreement) (in each case only to the extent required pursuant to Subsection 4.16 of the ABL Credit Agreement), and (ii) the Collateral Proceeds Account (to the extent required pursuant to this Agreement), and, prior to the Discharge of ABL Obligations, any Collateral Proceeds Account under and as defined in the ABL Guarantee and Collateral Agreement (to the extent required pursuant to the ABL Collateral Agreement); (o) Foreign Intellectual Property; (p) any aircrafts, airframes, aircraft engines, helicopters, vessels or rolling stock or any equipment or other asset constituting a part thereof; (q) any property that would otherwise constitute ABL Priority Collateral but is an Excluded Asset (as such term is defined in the ABL Guarantee and Collateral Agreement); (r) any Capital Stock and other evidence securities of payment held a Subsidiary to the extent that the pledge of or grant of any other Lien on such Capital Stock or other securities for the benefit of any holders of securities results in any Deposit Account of the Company Borrower or any of its Subsidiaries in being required to file separate financial statements for such Subsidiary with the nature of a security deposit with respect to obligations for the benefit of the Company Securities and Exchange Commission (or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or other governmental authority) pursuant to Contractual Obligations; (12) either Rule 3-10 or 3-16 of Regulation S-X under the Securities Act, or any asset held for sale other law, rule or other disposition following an acquisition of any assetsregulation as in effect from time to time, business or Person, that (in the good faith determination of the Company) would not be material to the business or operations of the Company and its Subsidiaries; provided that such asset so held shall be sold or otherwise disposed of within 180 days of the consummation of such acquisition (as may be extended by the Collateral Agent in its reasonable discretion); (13) any Instruments, Contracts, Chattel Paper, General Intangibles, Goods, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons (other than Holdings), a Subsidiary of Holdings or the Company or an Affiliate of any of the foregoing (collectively, “Restrictive Agreements”) that would otherwise be included in the Collateral (and such Restrictive Agreements shall not be deemed to constitute a part of the Collateral) for so long as, and but only to the extent that, the granting of necessary to not be subject to such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the extent that, pursuant to the UCC or other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements);requirement and (14) any Equipment or other property that would otherwise be included in the Collateral (and such Equipment or other property shall not be deemed to constitute a part of the Collateral) if such Equipment or other property (x) is subject to a Lien described in clause (19)(B) or clause (25) of the definition of “Permitted Liens” in the Term Loan Credit Agreement securing Indebtedness incurred pursuant to Section 8.1(b)(iv) of the Term Loan Credit Agreement and any refinancing thereof permitted by Section 8.01(b)(xiii) (or any corresponding provisions of any other Secured First Lien Agreement) or (y) is subject to any Lien described in clause (27)(A) of the definition of “Permitted Liens” (or any corresponding provision of any other First Lien Secured Agreement); (15s) any assets or property that constitute “Excluded Assets” under and as defined in the First Lien Guarantee and Collateral Agreement. For the avoidance of Holdingsdoubt, if any Grantor receives any payment or other than amount under the Investment Agreement or the Redemption Agreement, such payment or other amount shall constitute Collateral when and if actually received by such Grantor, to the extent set forth above in Subsection 3.1. Notwithstanding the foregoing clauses (a) through (s), prior to the Discharge of ABL Obligations, “Excluded Assets” shall not include any property or asset that is ABL Priority Collateral at any time such property or asset (i) constitutes “Collateral” or “Pledged Stock Collateral” under the ABL Guarantee and Collateral Agreement and (ii) for the avoidance of the Company; and (16) any Goods in which a security interest doubt, is not perfected by filing a financing statement in an “Excluded Asset” under the applicable Grantor’s jurisdiction of organizationABL Guarantee and Collateral Agreement.

Certain Limited Exceptions. No security interest is or will be granted pursuant to this Agreement or any other First Lien Security Document in any right, title or interest of any Grantor Granting Party under or in, and “Personal Property Collateral”, “Real Property Collateral” and “Pledged Collateral” shall not include, include the following (collectively, the “Excluded Assets”): (1a) any fee interest Instruments, Contracts, Chattel Paper, General Intangibles, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons other than Holdings, a Subsidiary of Holdings or the U.S. Borrower or an Affiliate of any of the foregoing (collectively, “Restrictive Agreements”) that would otherwise be included in owned real property the Security Collateral (including Fixtures related theretoand such Restrictive Agreements shall not be deemed to constitute a part of the Security Collateral) if for so long as, and to the fair market value extent that, the granting of such fee interest is less than $5,000,000 individually; (2) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (3) any Vehicles, any assets subject to certificate of title and any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other assets constituting a part thereof; (4) Foreign Intellectual Property; (5) Letter-of-Credit Rights and Commercial Tort Claims individually with a value of less than $10,000,000; (6) any assets specifically requiring perfection through control agreements (including cash, cash equivalents, deposit accounts or other bank or securities accounts), other than (i) any assets in which a security interest is automatically perfected by filings under pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the UCC and (ii) Pledged Stock; (7) margin stock and those assets over which extent that, pursuant to the Code or any other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements); (b) any Equipment or other property that would otherwise be included in the Security Collateral (and such Equipment or other property shall not be deemed to constitute a part of the Security Collateral) if such Equipment or other property (x) is subject to a Lien described in clause (h) (with respect to Purchase Money Obligations or Capitalized Lease Obligations) or (o) (with respect to such Liens described in such assets would be prohibited by contract, applicable law clause (h)) of the definition of “Permitted Liens” in the Credit Agreement (or regulation or the organizational or joint venture documents any corresponding provision of any non-wholly owned Subsidiary (including permitted liens, leases and licenses) (in each case, after giving effect Additional Credit Facility; provided that such provision is not materially less favorable to the applicable anti-assignment provisions of Lenders than the UCC, other than Proceeds and receivables thereof to corresponding provision in the extent that their assignment is expressly deemed effective under the UCC notwithstanding such prohibitions) or to the extent that such security interests would result in material adverse tax consequences Credit Agreement (including as a result of the operation of Section 956 of the Code or any similar Law in any applicable jurisdiction) as reasonably determined in writing by the Company U.S. Borrower and notified in writing to the Administrative Agent Collateral Agent) (it being understood but in each case only for so long as such Liens are in place) or (y) is subject to any Lien in respect of Hedging Obligations permitted by Subsection 8.6 of the Credit Agreement as a “Permitted Lien” pursuant to clause (h) of the definition thereof in the Credit Agreement (or any corresponding provision of any Additional Credit Facility; provided that neither such provision is not materially less favorable to the Company nor Lenders than the corresponding provision in the Credit Agreement (as reasonably determined in writing by the U.S. Borrower and notified in writing to the Collateral Agent) (but in each case only for so long as such Liens are in place), and, in the case of such other property, such other property consists solely of (i) cash, Cash Equivalents or Temporary Cash Investments, together with proceeds, dividends and distributions in respect thereof, (ii) any assets relating to such assets, proceeds, dividends or distributions, or to such Hedging Obligations, and/or (iii) any other assets consisting of, relating to or arising under or in connection with (1) any Hedging Obligations or (2) any other agreements, instruments or documents related to any such Hedging Obligations or to any of its Subsidiaries shall be required the assets referred to enter into in any security agreements or pledge agreements governed by foreign lawof subclauses (i) through (iii) of this subclause (y); (8) Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the definition of Pledged Stock; (9c) any property (and/or related rights and/or assets) that (A) would otherwise be included in the Security Collateral (and such property (and/or related rights and/or assets) shall not be deemed to constitute a part of the Security Collateral) if such property has been sold or otherwise transferred in connection with a Qualified Securitization Financing Sale and Leaseback Transaction (as defined in the definition of “Exempt Sale and Leaseback Transaction” in the Credit Agreement) permitted under clause (x) or (xviii) of the definition of “Asset Disposition” in the Credit Agreement (or any corresponding provision of any Additional Credit Facility; provided that such provision is not materially less favorable to the Lenders than the corresponding provision in the Credit Agreement (as reasonably determined in writing by the Secured First Lien AgreementsU.S. Borrower and notified in writing to the Collateral Agent), or a disposition (including a disposition pursuant B) is subject to a sale and lease-back any Liens permitted under Subsection 8.6 of the Credit Agreement (or other financing transaction) permitted any corresponding provision of any Additional Credit Facility; provided that such provision is not materially less favorable to the Lenders than the corresponding provision in the Credit Agreement in any material respect (as reasonably determined in writing by the First Lien Secured Agreements U.S. Borrower and notified in writing to the Collateral Agent) which relates to property subject to any such Sale and Leaseback Transaction (as defined in the definition of “Exempt Sale and Leaseback Transaction” in the Credit Agreement) or general intangibles related thereto (but only for so long as such Liens are in place); provided that, notwithstanding the foregoing, a security interest of the Collateral Agent shall attach to any money, securities or other consideration received by any Grantor as consideration for the sale or other disposition of such property as and to the extent such consideration would otherwise constitute Security Collateral; (10d) Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the definition of Pledged Stock; (e) any Money, cash, checks, other negotiable instruments, funds and other evidence of payment held in any Deposit Account of the U.S. Borrower or any of its Subsidiaries in the nature of a security deposit with respect to obligations for the benefit of the U.S. Borrower or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to permitted Contractual Obligations; (f) Letter-of-Credit Rights; (g) any interest in leased real property (including Fixtures not constituting equipment related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (h) any fee interest in owned real property (including Fixtures related thereto) if the Fair Market Value of such fee interest is less than $10,000,000 individually; (i) any Vehicles and any assets subject to certificate of title; (j) Commercial Tort Claims individually reasonably expected to result in a recovery of less than $20,000,000; (k) assets to the extent the granting or perfecting of a security interest in such assets would result in costs or other consequences to Holdings or any of its Subsidiaries as reasonably determined in writing by the Company U.S. Borrower and the Administrative Agent Agent, that are excessive in view of the benefits that would be obtained by the Secured First Lien Parties; (11l) those assets over which the granting of security interests in such assets would be prohibited by contract permitted under the Credit Agreement binding on any money, cash, checks, other negotiable instruments, funds and other evidence of payment held in any Deposit Account assets as of the Company date hereof or any acquired after the date hereof at the time of its Subsidiaries such acquisition and not incurred in the nature contemplation of a security deposit with respect to obligations for the benefit of the Company or any of its Subsidiariessuch acquisition, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (12) any asset held for sale regulation or other disposition following an acquisition the organizational or joint venture documents of any assetsnon wholly ownednon-Wholly Owned Subsidiary (including permitted liens, business or Person, that (in the good faith determination of the Companyleases and licenses) would not be material to the business or operations of the Company and its Subsidiaries; provided that such asset so held shall be sold or otherwise disposed of within 180 days of the consummation of such acquisition (as may be extended by the Collateral Agent in its reasonable discretion); (13) any Instruments, Contracts, Chattel Paper, General Intangibles, Goods, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons (other than Holdings), a Subsidiary of Holdings or the Company or an Affiliate of any of the foregoing (collectively, “Restrictive Agreements”) that would otherwise be included in the Collateral (and such Restrictive Agreements shall not be deemed to constitute a part of the Collateral) for so long as, and to the extent that, the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code, other than proceeds and receivables thereof to the extent thatthat their assignment is expressly deemed effective under the Uniform Commercial Code notwithstanding such prohibitions), pursuant or to the UCC or other applicable law, the granting of extent that such security interests therein can be made without resulting would result in a breach, default adverse tax consequences to Holdings or termination any one or more of such Restrictive Agreementsits Subsidiaries as reasonably determined in writing by Holdings and notified in writing to the Collateral Agent (it being understood that the Lenders shall not require Holdings or any of its subsidiaries to enter into any security agreements or pledge agreements governed by foreign law); (14m) [reserved]; (n) Foreign Intellectual Property; (o) any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other property that would otherwise be included in the Collateral (and such Equipment or other property shall not be deemed to constitute assets constituting a part thereof; (p) any Capital Stock and other securities of a Subsidiary of Holdings to the Collateral) if extent that the pledge of or grant of any other Lien on such Equipment Capital Stock and other securities for the benefit of any holders of securities results in Holdings or other property (x) is subject any of its Restricted Subsidiaries being required to a Lien described in clause (19)(B) or clause (25) of file separate financial statements for such Subsidiary with the definition of “Permitted Liens” in the Term Loan Credit Agreement securing Indebtedness incurred pursuant to Section 8.1(b)(iv) of the Term Loan Credit Agreement Securities and any refinancing thereof permitted by Section 8.01(b)(xiii) Exchange Commission (or any corresponding provisions other governmental authority) pursuant to either Rule 3-10 or 3-16 of Regulation S-X under the Securities Act, or any other Secured First Lien Agreement) law, rule or (y) is regulation as in effect from time to time, but only to the extent necessary to not be subject to any Lien described in clause (27)(A) of the definition of “Permitted Liens” (or any corresponding provision of any other First Lien Secured Agreement); (15) any assets or property of Holdings, other than the Pledged Stock of the Companysuch requirement; and (16q) any Goods in which a security interest is not perfected by filing a financing statement in the applicable Grantor’s jurisdiction of organization.

Certain Limited Exceptions. No security interest is or will be granted pursuant to this Agreement or any other First Lien Security Document hereto in any right, title or interest of any Grantor Granting Party under or in, and “Personal Property Collateral”, “Real Property Collateral” and “Pledged Collateral” shall not include, the following in (collectively, the “Excluded Assets”): (1) any fee interest in owned real property (including Fixtures related thereto) if the fair market value of such fee interest is less than $5,000,000 individually; (2) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (3) any Vehicles, any assets subject to certificate of title and any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other assets constituting a part thereof; (4) Foreign Intellectual Property; (5) Letter-of-Credit Rights and Commercial Tort Claims individually with a value of less than $10,000,000; (6) any assets specifically requiring perfection through control agreements (including cash, cash equivalents, deposit accounts or other bank or securities accounts), other than (i) any assets in which a security interest is automatically perfected by filings under the UCC and (ii) Pledged Stock; (7) margin stock and those assets over which the granting of security interests in such assets would be prohibited by contract, applicable law or regulation or the organizational or joint venture documents of any non-wholly owned Subsidiary (including permitted liens, leases and licenses) (in each case, after giving effect to the applicable anti-assignment provisions of the UCC, other than Proceeds and receivables thereof to the extent that their assignment is expressly deemed effective under the UCC notwithstanding such prohibitions) or to the extent that such security interests would result in material adverse tax consequences (including as a result of the operation of Section 956 of the Code or any similar Law in any applicable jurisdiction) as reasonably determined by the Company and notified in writing to the Administrative Agent (it being understood that neither the Company nor any of its Subsidiaries shall be required to enter into any security agreements or pledge agreements governed by foreign law); (8) Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the definition of Pledged Stock; (9) any property (and/or related rights and/or assets) that would otherwise be included in the Collateral (and such property (and/or related rights and/or assets) shall not be deemed to constitute a part of the Collateral) if such property has been sold or otherwise transferred in connection with a Qualified Securitization Financing permitted by the Secured First Lien Agreements, or a disposition (including a disposition pursuant to a sale and lease-back or other financing transaction) permitted by the First Lien Secured Agreements provided that, notwithstanding the foregoing, a security interest of the Collateral Agent shall attach to any money, securities or other consideration received by any Grantor as consideration for the sale or other disposition of such property as and to the extent such consideration would otherwise constitute Collateral; (10) assets to the extent the granting or perfecting of a security interest in such assets would result in costs or other consequences to Holdings or any of its Subsidiaries as reasonably determined by the Company and the Administrative Agent that are excessive in view of the benefits that would be obtained by the Secured First Lien Parties; (11) any money, cash, checks, other negotiable instruments, funds and other evidence of payment held in any Deposit Account of the Company or any of its Subsidiaries in the nature of a security deposit with respect to obligations for the benefit of the Company or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (12) any asset held for sale or other disposition following an acquisition of any assets, business or Person, that (in the good faith determination of the Company) would not be material to the business or operations of the Company and its Subsidiaries; provided that such asset so held shall be sold or otherwise disposed of within 180 days of the consummation of such acquisition (as may be extended by the Collateral Agent in its reasonable discretion); (13a) any Instruments, Contracts, Chattel Paper, General Intangibles, Goods, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons (other than Holdings), a Subsidiary of Holdings or the Company or an Affiliate of any of the foregoing thereof (collectively, “Restrictive Agreements”) ), that would otherwise be included in the Security Collateral (and such Restrictive Agreements shall not be deemed to constitute a part of the Security Collateral) for so long as, and to the extent that, the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the extent that, pursuant to the UCC Code or other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements); (14b) any Equipment or other that would otherwise be included in the Security Collateral (and such Equipment shall not be deemed to constitute a part of the Security Collateral) if such Equipment is subject to a Lien permitted by subsection 8.3(h) of the Credit Agreement (but only for so long as such Liens are in place); (c) any property that would otherwise be included in the Security Collateral (and such Equipment or other property shall not be deemed to constitute a part of the Security Collateral) if such Equipment property has been sold or other property (x) is subject to otherwise transferred in connection with a Lien described in clause (19)(B) or clause (25) Sale and Leaseback Transaction permitted under subsection 8.11 of the definition of “Permitted Liens” in the Term Loan Credit Agreement securing Indebtedness incurred pursuant to Section 8.1(b)(iv) of the Term Loan Credit Agreement and any refinancing thereof permitted by Section 8.01(b)(xiii) (Agreement, or any corresponding provisions of any other Secured First Lien Agreement) or (y) is subject to any Lien described in clause (27)(ALiens permitted under subsection 8.3(n) of the definition Credit Agreement. Notwithstanding the foregoing, the security interest of “Permitted Liens” (the Collateral Agent shall attach to any money, securities or other consideration received by any corresponding provision Grantor as consideration for the sale or other disposition of any other First Lien Secured Agreement)such property; (15d) any assets or property Intellectual Property governed by the laws of Holdings, other than the Pledged Stock of the Company; and (16) any Goods a jurisdiction in which a security interest or similar lien of any kind is not perfected prohibited under that jurisdiction’s laws, for so long as the laws of that jurisdiction so provide; (e) Capital Stock which is specifically excluded from the definition of Pledged Stock by filing a financing statement virtue of the proviso contained in the parenthetical to such definition; (f) Capital Stock issued by Canadian Xxxxx and any other ULC Shares. If the Grantor acquires any ULC Shares, it shall promptly notify the U.S. Collateral Agent. Upon the request of the U.S. Collateral Agent, such Grantor shall execute and deliver all such agreements and deliver all such other documents, opinions and certificates (including without limitation share certificates evidencing such ULC Shares) as the U.S. Collateral Agent may reasonably require to receive a perfected, first ranking priority security interest in the ULC Shares, in each case, in form and substance reasonably acceptable to the U.S. Collateral Agent; provided that such security interest shall be subject to the limitations applicable Grantor’s jurisdiction to pledges described in clause (x) of organizationthe proviso to subsection 3.1; (g) Any forward contracts between RSC and RSC Canada entered into in connection with the loan made by Canadian Xxxxx to RSC Canada; or (h) any Money, cash, checks, other negotiable instrument, funds and other evidence of payment held in any Deposit Account of the Parent Borrower or any of its Subsidiaries (i) for the benefit of customers of any Granting Party or any of its Subsidiaries in the ordinary course of business and (ii) in the nature of security deposit with respect to obligations for the benefit of the Parent Borrower or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations.

Certain Limited Exceptions. No security interest is or will be granted pursuant to this Agreement or any other First Lien Security Document other than the security interest granted in the Canadian Guarantee and Collateral Agreement, in any right, title or interest of any Grantor under or in, and “Personal Property Collateral”, “Real Property Collateral” and “Pledged Collateral” shall not include, include the following (subject to the last sentence of this Section 3.3, collectively, the “Excluded Assets”): (1) any fee interest in owned real property (including Fixtures related thereto) if the fair market value of such fee interest is less than $5,000,000 individually; (2) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (3) any Vehicles, any assets subject to certificate of title and any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other assets constituting a part thereof; (4) Foreign Intellectual Property; (5) Letter-of-Credit Rights and Commercial Tort Claims individually with a value of less than $10,000,000; (6) any assets specifically requiring perfection through control agreements (including cash, cash equivalents, deposit accounts or other bank or securities accounts), other than (i) any assets in which a security interest is automatically perfected by filings under the UCC and (ii) Pledged Stock; (7) margin stock and those assets over which the granting of security interests in such assets would be prohibited by contract, applicable law or regulation or the organizational or joint venture documents of any non-wholly owned Subsidiary (including permitted liens, leases and licenses) (in each case, after giving effect to the applicable anti-assignment provisions of the UCC, other than Proceeds and receivables thereof to the extent that their assignment is expressly deemed effective under the UCC notwithstanding such prohibitions) or to the extent that such security interests would result in material adverse tax consequences (including as a result of the operation of Section 956 of the Code or any similar Law in any applicable jurisdiction) as reasonably determined by the Company and notified in writing to the Administrative Agent (it being understood that neither the Company nor any of its Subsidiaries shall be required to enter into any security agreements or pledge agreements governed by foreign law); (8) Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the definition of Pledged Stock; (9) any property (and/or related rights and/or assets) that would otherwise be included in the Collateral (and such property (and/or related rights and/or assets) shall not be deemed to constitute a part of the Collateral) if such property has been sold or otherwise transferred in connection with a Qualified Securitization Financing permitted by the Secured First Lien Agreements, or a disposition (including a disposition pursuant to a sale and lease-back or other financing transaction) permitted by the First Lien Secured Agreements provided that, notwithstanding the foregoing, a security interest of the Collateral Agent shall attach to any money, securities or other consideration received by any Grantor as consideration for the sale or other disposition of such property as and to the extent such consideration would otherwise constitute Collateral; (10) assets to the extent the granting or perfecting of a security interest in such assets would result in costs or other consequences to Holdings or any of its Subsidiaries as reasonably determined by the Company and the Administrative Agent that are excessive in view of the benefits that would be obtained by the Secured First Lien Parties; (11) any money, cash, checks, other negotiable instruments, funds and other evidence of payment held in any Deposit Account of the Company or any of its Subsidiaries in the nature of a security deposit with respect to obligations for the benefit of the Company or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (12) any asset held for sale or other disposition following an acquisition of any assets, business or Person, that (in the good faith determination of the Company) would not be material to the business or operations of the Company and its Subsidiaries; provided that such asset so held shall be sold or otherwise disposed of within 180 days of the consummation of such acquisition (as may be extended by the Collateral Agent in its reasonable discretion); (13a) any Instruments, Contracts, Chattel Paper, General Intangibles, Goods, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons (other than Holdings)Parent, a Subsidiary of Holdings or the Company Parent or an Affiliate of any of the foregoing thereof, (collectively, “Restrictive Agreements”) that would otherwise be included in the Collateral (and such Restrictive Agreements shall not be deemed to constitute a part of the Collateral) for so long as, and to the extent that, the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the extent that, pursuant to the UCC Code or other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements); (14b) any Equipment or other property that would otherwise be included in the Collateral (and such Equipment or other property shall not be deemed to constitute a part of the Collateral) if such Equipment or other property (x) is subject to a Lien described in clause (19)(Bh) (with respect to Purchase Money Obligations or Capitalized Lease Obligations) or (o) (with respect to such Liens described in such clause (25h)) of the definition of “Permitted Liens” in the Term Loan Credit Agreement securing Indebtedness incurred pursuant to Section 8.1(b)(iv) of the Term Loan Credit Agreement and any refinancing thereof permitted by Section 8.01(b)(xiii) (or any corresponding provisions of any other Secured First Lien Agreementbut in each case only for so long as such Liens are in place)) or (y) is subject to any Lien described in respect of Hedging Obligations permitted by Subsection 8.6 of the Credit Agreement as a “Permitted Lien” pursuant to clause (27)(Ah) of the definition thereof in the Credit Agreement (but in each case only for so long as such Liens are in place)), and, in the case of such other property, such other property consists solely of (i) cash, Cash Equivalents, Temporary Cash Investments or Investment Grade Securities, together with proceeds, dividends and distributions in respect thereof, (ii) any assets relating to such assets, proceeds, dividends or distributions, or to such Hedging Obligations, and/or (iii) any other assets consisting of, relating to or arising under or in connection with (1) any Hedging Obligations or (2) any other agreements, instruments or documents related to any such Hedging Obligations or to any of the assets referred to in any of subclauses (i) through (iii) of this subclause (y); (c) any property that would otherwise be included in the Collateral (and such property shall not be deemed to constitute a part of the Collateral) if such property (x) has been sold or otherwise transferred in connection with a Special Purpose Financing (as defined in the Credit Agreement), or (y) constitutes the proceeds or products of any property that has been sold or otherwise transferred pursuant to such Special Purpose Financing (other than any payments received by any Grantor in payment for the sale and transfer of such property in such Special Purpose Financing) or (z) is subject to any Liens securing Indebtedness incurred in compliance with Section 8.1(b)(ix) of the Credit Agreement or permitted by Section 8.6 of the Credit Agreement as “Permitted Liens” permitted pursuant to clause (r) of the definition of such term); (d) any property (and/or related rights and/or assets) that would otherwise be included in the Collateral (and such property (and/or related rights and/or assets) shall not be deemed to constitute a part of the Collateral) if such property (A) has been sold or otherwise transferred in connection with a Sale and Leaseback Transaction (as defined in the definition of “Exempt Sale and Leaseback Transaction” in the Credit Agreement) permitted under clause (x) or (xviii) of the definition of “Permitted LiensAsset Disposition” in the Credit Agreement or under Section 8.4 of the Credit Agreement), or (B) is subject to any Liens permitted under Subsection 8.6 of the Credit Agreement) which relate to property subject to any such Sale and Leaseback Transaction (as defined in the definition of “Exempt Sale and Leaseback Transaction” in the Credit Agreement) or general intangibles related thereto (but only for so long as such Liens are in place); provided that, notwithstanding the foregoing, a security interest of the Collateral Agent shall attach to any money, securities or other consideration received by any Grantor as consideration for the sale or other disposition of such property as and to the extent such consideration would otherwise constitute Collateral; (e) Capital Stock (including for these purposes any investment or indebtedness deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the definition of Pledged Stock; (f) any Money, cash, checks, other negotiable instruments, funds and other evidence of payment held in any Deposit Account of Parent or any corresponding provision of its Subsidiaries in the nature of a security deposit with respect to obligations for the benefit of Parent or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (g) [reserved]; (h) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (i) any fee interest in owned real property (including Fixtures related thereto) if the fair market value of such fee interest is less than $12,500,000; (j) any Vehicles and any assets subject to certificate of title; (k) Letter of Credit Rights and Commercial Tort Claims individually with a value of less than $7,500,000; (l) assets to the extent the granting or perfecting of a security interest in such assets would result in costs or other consequences to Parent or any of its Subsidiaries as reasonably determined in writing by the Borrower and the Administrative Agent, that are excessive in view of the benefits that would be obtained by the Secured Parties; (m) those assets over which the granting of security interests in such assets would be prohibited by contract permitted under the Credit Agreement, applicable law or regulation or the organizational or joint venture documents of any non-wholly owned Subsidiary (including permitted liens, leases and licenses) (in each case, after giving effect to the applicable anti-assignment provisions of the Code, other First Lien Secured than proceeds and receivables thereof to the extent that their assignment is expressly deemed effective under the Code notwithstanding such prohibitions), or to the extent that such security interests would result in adverse tax consequences to Parent, Holdings, Borrower or any one or more of its Subsidiaries as reasonably determined in writing by the Borrower and notified in writing to the Collateral Agent (it being understood that the Lenders shall not require Parent or any of its subsidiaries to enter into any security agreements or pledge agreements governed by foreign law (other than the laws of Canada and any of its provinces)); (n) any assets specifically requiring perfection through control (including cash, cash equivalents, deposit accounts or other bank or securities accounts), to the extent the security interest in such asset is not automatically perfected by filings under the Uniform Commercial Code of any applicable jurisdiction or, in the case of Pledged Stock, by being held by the Collateral Agent or an Additional Agent as agent for the Collateral Agent, other than (ii) prior to the Discharge of ABL Obligations, DDAs and Blocked Accounts (as defined in the ABL Credit Agreement) (in each case only to the extent required pursuant to Subsection 4.16 of the ABL Credit Agreement), and (ii) the Collateral Proceeds Account (to the extent required pursuant to this Agreement), and, prior to the Discharge of ABL Obligations, any Collateral Proceeds Account under and as defined in the ABL Guarantee and Collateral Agreement (to the extent required pursuant to the ABL Collateral Agreement); (15o) Foreign Intellectual Property; (p) any assets aircrafts, airframes, aircraft engines, helicopters, vessels or rolling stock or any equipment or other asset constituting a part thereof; (q) any property of Holdings, other than that would otherwise constitute ABL Priority Collateral but is an Excluded Asset (as such term is defined in the Pledged Stock of the CompanyABL Guarantee and Collateral Agreement); and (16r) any Goods Capital Stock and other securities of a Subsidiary to the extent that the pledge of or grant of any other Lien on such Capital Stock or other securities for the benefit of any holders of securities results in which a security interest Parent or any of its Subsidiaries being required to file separate financial statements for such Subsidiary with the Securities and Exchange Commission (or any other governmental authority) pursuant to either Rule 3-10 or 316 of Regulation S-X under the Securities Act, or any other law, rule or regulation as in effect from time to time, but only to the extent necessary to not be subject to such requirement. Notwithstanding the foregoing clauses (a) through (r), prior to the Discharge of ABL Obligations, “Excluded Assets” shall not include any property or asset that is ABL Priority Collateral at any time such property or asset (i) constitutes “Collateral” under the ABL Guarantee and Collateral Agreement and (ii) for the avoidance of doubt, is not perfected by filing a financing statement in an “Excluded Asset” under the applicable Grantor’s jurisdiction of organizationABL Guarantee and Collateral Agreement.

Certain Limited Exceptions. No security interest is or will be granted pursuant to this Agreement or any other First Lien Security Document in any right, title or interest of any Grantor Granting Party under or in, and “Personal Property Collateral”, “Real Property Collateral” and “Pledged Collateral” shall not include, include the following (collectively, the “Excluded Assets”): (1a) any fee interest Instruments, Contracts, Chattel Paper, General Intangibles, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons other than the U.S. Parent Borrower, a Subsidiary of the U.S. Parent Borrower or the other U.S. Borrowers or an Affiliate of any of the foregoing (collectively, “Restrictive Agreements”) that would otherwise be included in owned real property the Security Collateral (including Fixtures related theretoand such Restrictive Agreements shall not be deemed to constitute a part of the Security Collateral) if for so long as, and to the fair market value extent that, the granting of such fee interest is less than $5,000,000 individually; (2) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (3) any Vehicles, any assets subject to certificate of title and any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other assets constituting a part thereof; (4) Foreign Intellectual Property; (5) Letter-of-Credit Rights and Commercial Tort Claims individually with a value of less than $10,000,000; (6) any assets specifically requiring perfection through control agreements (including cash, cash equivalents, deposit accounts or other bank or securities accounts), other than (i) any assets in which a security interest is automatically perfected by filings under pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the UCC and (ii) Pledged Stock; (7) margin stock and those assets over which extent that, pursuant to the Code or any other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements); (b) any Equipment or other property that would otherwise be included in the Security Collateral (and such Equipment or other property shall not be deemed to constitute a part of the Security Collateral) if such Equipment or other property (x) is subject to a Lien described in clause (h) (with respect to Purchase Money Obligations or Capitalized Lease Obligations) or (o) (with respect to such Liens described in such assets would be prohibited by contract, applicable law clause (h)) of the definition of “Permitted Liens” in the Credit Agreement (or regulation or the organizational or joint venture documents any corresponding provision of any non-wholly owned Subsidiary (including permitted liens, leases and licenses) (in each case, after giving effect Additional Credit Facility; provided that such provision is not materially less favorable to the applicable anti-assignment provisions of Lenders than the UCC, other than Proceeds and receivables thereof to corresponding provision in the extent that their assignment is expressly deemed effective under the UCC notwithstanding such prohibitions) or to the extent that such security interests would result in material adverse tax consequences Credit Agreement (including as a result of the operation of Section 956 of the Code or any similar Law in any applicable jurisdiction) as reasonably determined in writing by the Company U.S. Parent Borrower and notified in writing to the Administrative Agent Collateral Agent) (it being understood but in each case only for so long as such Liens are in place)) or (y) is subject to any Lien in respect of Hedging Obligations permitted by Subsection 9.6 of the Credit Agreement as a “Permitted Lien” pursuant to clause (h) of the definition thereof in the Credit Agreement (or any corresponding provision of any Additional Credit Facility; provided that neither such provision is not materially less favorable to the Company nor Lenders than the corresponding provision in the Credit Agreement (as reasonably determined in writing by the U.S. Parent Borrower and notified in writing to the Collateral Agent) (but in each case only for so long as such Liens are in place), and, in the case of such other property, such other property consists solely of (i) cash, Cash Equivalents or Temporary Cash Investments, together with proceeds, dividends and distributions in respect thereof, (ii) any assets relating to such assets, proceeds, dividends or distributions, or to such Hedging Obligations, and/or (iii) any other assets consisting of, relating to or arising under or in connection with (1) any Hedging Obligations or (2) any other agreements, instruments or documents related to any such Hedging Obligations or to any of its Subsidiaries shall be required the assets referred to enter into in any security agreements or pledge agreements governed by foreign lawof subclauses (i) through (iii) of this subclause (y); (8) Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the definition of Pledged Stock; (9c) any property (and/or related rights and/or assets) that (A) would otherwise be included in the Security Collateral (and such property (and/or related rights and/or assets) shall not be deemed to constitute a part of the Security Collateral) if such property has been sold or otherwise transferred in connection with a Qualified Securitization Financing Sale and Leaseback Transaction (as defined in the definition of “Exempt Sale and Leaseback Transaction” in the Credit Agreement) permitted under clause (x) or (xviii) of the definition of “Asset Disposition” in the Credit Agreement (or any corresponding provision of any Additional Credit Facility; provided that such provision is not materially less favorable to the Lenders than the corresponding provision in the Credit Agreement (as reasonably determined in writing by the Secured First Lien AgreementsU.S. Parent Borrower and notified in writing to the Collateral Agent), or a disposition (including a disposition pursuant B) is subject to a sale and lease-back any Liens permitted under Subsection 9.6 of the Credit Agreement (or other financing transaction) permitted any corresponding provision of any Additional Credit Facility; provided that such provision is not materially less favorable to the Lenders than the corresponding provision in the Credit Agreement in any material respect (as reasonably determined in writing by the First Lien Secured Agreements U.S. Parent Borrower and notified in writing to the Collateral Agent) which relates to property subject to any such Sale and Leaseback Transaction (as defined in the definition of “Exempt Sale and Leaseback Transaction” in the Credit Agreement) or general intangibles related thereto (but only for so long as such Liens are in place); provided that, notwithstanding the foregoing, a security interest of the Collateral Agent shall attach to any money, securities or other consideration received by any Grantor as consideration for the sale or other disposition of such property as and to the extent such consideration would otherwise constitute Security Collateral; (10d) Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the definition of Pledged Stock; (e) any Money, cash, checks, other negotiable instruments, funds and other evidence of payment held in any Deposit Account of the U.S. Parent Borrower or any of its Subsidiaries in the nature of a security deposit with respect to obligations for the benefit of the U.S. Parent Borrower or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to permitted Contractual Obligations; (f) Letter-of-Credit Rights; (g) any interest in leased real property (including Fixtures not constituting equipment related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (h) any fee interest in owned real property; (i) any Vehicles and any assets subject to certificate of title; (j) Commercial Tort Claims individually reasonably expected to result in a recovery of less than $20,000,000; (k) assets to the extent the granting or perfecting of a security interest in such assets would result in costs or other consequences to Holdings the U.S. Parent Borrower or any of its Subsidiaries as reasonably determined in writing by the Company U.S. Parent Borrower and the Administrative Agent Agent, that are excessive in view of the benefits that would be obtained by the Secured First Lien Parties; (11l) those assets over which the granting of security interests in such assets would be prohibited by contract permitted under the Credit Agreement binding on any money, cash, checks, other negotiable instruments, funds and other evidence of payment held in any Deposit Account assets on the date of the Company Original ABL Collateral Agreement or any of its Subsidiaries in acquired after the nature of a security deposit with respect to obligations for the benefit date of the Company or any Original ABL Collateral Agreement at the time of its Subsidiariessuch acquisition and not incurred in contemplation of such acquisition, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (12) any asset held for sale regulation or other disposition following an acquisition the organizational or joint venture documents of any assetsnon-wholly owned Subsidiary (including permitted liens, business or Person, that (in the good faith determination of the Companyleases and licenses) would not be material to the business or operations of the Company and its Subsidiaries; provided that such asset so held shall be sold or otherwise disposed of within 180 days of the consummation of such acquisition (as may be extended by the Collateral Agent in its reasonable discretion); (13) any Instruments, Contracts, Chattel Paper, General Intangibles, Goods, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons (other than Holdings), a Subsidiary of Holdings or the Company or an Affiliate of any of the foregoing (collectively, “Restrictive Agreements”) that would otherwise be included in the Collateral (and such Restrictive Agreements shall not be deemed to constitute a part of the Collateral) for so long as, and to the extent that, the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code, other than proceeds and receivables thereof to the extent thatthat their assignment is expressly deemed effective under the Uniform Commercial Code notwithstanding such prohibitions), pursuant or to the UCC or other applicable law, the granting of extent that such security interests therein can be made without resulting would result in a breach, default adverse tax consequences to the U.S. Parent Borrower or termination any one or more of such Restrictive Agreementsits Subsidiaries as reasonably determined in writing by the U.S. Parent Borrower and notified in writing to the Collateral Agent (it being understood that the Lenders shall not require the U.S. Parent Borrower or any of its subsidiaries to enter into any security agreements or pledge agreements governed by foreign law); (14m) [reserved]; (n) Foreign Intellectual Property; (o) any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other property assets constituting a part thereof; (p) any Capital Stock and other securities of a Subsidiary of the U.S. Parent Borrower to the extent that would otherwise be included the pledge of or grant of any other Lien on such Capital Stock and other securities for the benefit of any holders of securities results in the Collateral (U.S. Parent Borrower or any of its Restricted Subsidiaries being required to file separate financial statements for such Subsidiary with the Securities and such Equipment or other property shall not be deemed to constitute a part of the Collateral) if such Equipment or other property (x) is subject to a Lien described in clause (19)(B) or clause (25) of the definition of “Permitted Liens” in the Term Loan Credit Agreement securing Indebtedness incurred pursuant to Section 8.1(b)(iv) of the Term Loan Credit Agreement and any refinancing thereof permitted by Section 8.01(b)(xiii) Exchange Commission (or any corresponding provisions other governmental authority) pursuant to either Rule 3-10 or 3-16 of Regulation S-X under the Securities Act, or any other Secured First Lien Agreement) law, rule or (y) is regulation as in effect from time to time, but only to the extent necessary to not be subject to any Lien described in clause (27)(A) of the definition of “Permitted Liens” (or any corresponding provision of any other First Lien Secured Agreement); (15) any assets or property of Holdings, other than the Pledged Stock of the Companysuch requirement; and (16q) any Goods in which a security interest is not perfected by filing a financing statement in the applicable Grantor’s jurisdiction of organization.

Certain Limited Exceptions. No security interest is or will be granted pursuant to this Agreement or any other First Lien Security Document in any right, title or interest of any Grantor Granting Party under or in, and “Personal Property Collateral”, “Real Property Collateral” and “Pledged Collateral” shall not include, include the following (collectively, the “Excluded Assets”): (1a) any fee interest Instruments, Contracts, Chattel Paper, General Intangibles, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons other than Holdings, the Borrower, a Subsidiary of the Borrower, or an Affiliate of any of the foregoing (collectively, “Restrictive Agreements”) that would otherwise be included in owned real property the Security Collateral (including Fixtures related theretoand such Restrictive Agreements shall not be deemed to constitute a part of the Security Collateral) if for so long as, and to the fair market value extent that, the granting of such fee interest is less than $5,000,000 individually; (2) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (3) any Vehicles, any assets subject to certificate of title and any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other assets constituting a part thereof; (4) Foreign Intellectual Property; (5) Letter-of-Credit Rights and Commercial Tort Claims individually with a value of less than $10,000,000; (6) any assets specifically requiring perfection through control agreements (including cash, cash equivalents, deposit accounts or other bank or securities accounts), other than (i) any assets in which a security interest is automatically perfected by filings under pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the UCC extent that, pursuant to the Code and (ii) Pledged Stock; (7) margin stock and those assets over which any other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such assets would be prohibited by contract, applicable law or regulation or the organizational or joint venture documents of any non-wholly owned Subsidiary (including permitted liens, leases and licenses) (in each case, after giving effect to the applicable anti-assignment provisions of the UCC, other than Proceeds and receivables thereof to the extent that their assignment is expressly deemed effective under the UCC notwithstanding such prohibitions) or to the extent that such security interests would result in material adverse tax consequences (including as a result of the operation of Section 956 of the Code or any similar Law in any applicable jurisdiction) as reasonably determined by the Company and notified in writing to the Administrative Agent (it being understood that neither the Company nor any of its Subsidiaries shall be required to enter into any security agreements or pledge agreements governed by foreign lawRestrictive Agreements); (8) Capital Stock b) any Equipment or other property that would otherwise be included in the Security Collateral (including for these purposes any investment and such Equipment or other property shall not be deemed to be Capital Stock for United States tax purposesconstitute a part of the Security Collateral) which if such Equipment or other property (x) (A) is subject to a Lien described in Subsection 8.14(d) or 8.14(e) (with respect to a Lien described in Subsection 8.14(d)) of the proviso Senior ABL Agreement (or any corresponding provision of any Additional ABL Credit Facility; provided that such provision in any Additional ABL Credit Facility is not materially less favorable to the Lenders than the corresponding provision in the Senior ABL Agreement (as determined by the Borrower in good faith, which determination shall be conclusive)) or (B) is subject to a Lien described in clause (h) (with respect to Purchase Money Obligations or Financing Lease Obligations) or (o) (with respect to such Liens described in such clause (h)) of the definition of Pledged Stock“Permitted Liens” in the Credit Agreement (or any corresponding provision of the Senior Cash Flow Agreement, the Senior Secured Notes Indenture or any other Additional Credit Facility; provided that such provision in any Additional Credit Facility is not materially less favorable to the Lenders than the corresponding provision in the Credit Agreement (as determined by the Borrower in good faith, which determination shall be conclusive) (but in each case only for so long as such Liens are in place)) or (y) (A) is subject to any Lien described in Subsection 8.14(q) of the Senior ABL Agreement (or any corresponding provision of any Additional ABL Credit Facility; provided that such provision in any Additional ABL Credit Facility is not materially less favorable to the Lenders than the corresponding provision in the Senior ABL Agreement (as determined by the Borrower in good faith, which determination shall be conclusive)) or (B) is subject to any Lien in respect of Hedging Obligations (as defined in the Credit Agreement) permitted by Subsection 8.6 of the Credit Agreement as a “Permitted Lien” pursuant to clause (h) of the definition thereof in the Credit Agreement (or any corresponding provision of the Senior Cash Flow Agreement, the Senior Secured Notes Indenture or any other Additional Credit Facility; provided that such provision in any Additional Credit Facility is not materially less favorable to the Lenders than the corresponding provision in the Credit Agreement (as determined by the Borrower in good faith, which determination shall be conclusive) (but in each case only for so long as such Liens are in place)), and, in the case of such other property, such other property consists solely of (i) cash, Cash Equivalents or Temporary Cash Investments, together with proceeds, dividends and distributions in respect thereof, (ii) any assets relating to such assets, proceeds, dividends or distributions, or to such Hedging Obligations, and/or (iii) any other assets consisting of, relating to or arising under or in connection with (1) any Hedging Obligations or (2) any other agreements, instruments or documents related to any Hedging Obligations or to any of the assets referred to in any of subclauses (i) through (iii) of this subclause (b)(y); (9c) any property (and/or related rights and/or assets) that (A) would otherwise be included in the Security Collateral (and such property (and/or related rights and/or assets) shall not be deemed to constitute a part of the Security Collateral) if such property has been sold or otherwise transferred in connection with a Qualified Securitization Financing Sale and Leaseback Transaction permitted under Subsection 8.5 of the Senior ABL Agreement (or any corresponding provision of any Additional ABL Credit Facility; provided that such provision in any Additional ABL Credit Facility is not materially less favorable to the Lenders than the corresponding provision in the Senior ABL Agreement (as determined by the Borrower in good faith, which determination shall be conclusive)) or clause (x) or (xvi) of the definition of “Asset Disposition” in the Credit Agreement (or any corresponding provision of the Senior Cash Flow Agreement, the Senior Secured First Lien AgreementsNotes Indenture or any other Additional Credit Facility; provided that such provision in any Additional Credit Facility is not materially less favorable to the Lenders than the corresponding provision in the Credit Agreement (as determined by the Borrower in good faith, which determination shall be conclusive)), or a disposition (including a disposition pursuant B) is subject to a sale and lease-back any Liens permitted under Subsection 8.14 of the Senior ABL Agreement (or other financing transaction) permitted any corresponding provision of any Additional ABL Credit Facility; provided that such provision in any Additional ABL Credit Facility is not materially less favorable to the Lenders than the corresponding provision in the Senior ABL Agreement (as determined by the First Lien Borrower in good faith, which determination shall be conclusive)) or Subsection 8.6 of the Credit Agreement (or any corresponding provision of the Senior Cash Flow Agreement, the Senior Secured Agreements Notes Indenture or any other Additional Credit Facility; provided that such provision in any Additional Credit Facility is not materially less favorable to the Lenders than the corresponding provision in the Credit Agreement in any material respect (as determined by the Borrower in good faith, which determination shall be conclusive)) that, in each case, relate to property subject to any such Sale and Leaseback Transaction or general intangibles related thereto (but only for so long as such Liens are in place); provided that, notwithstanding the foregoing, a security interest of the Collateral Agent shall attach to any money, securities or other consideration received by any Grantor as consideration for the sale or other disposition of such property as and to the extent such consideration would otherwise constitute Security Collateral; (10d) assets Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the extent the granting or perfecting definition of a security interest in such assets would result in costs or other consequences to Holdings or any of its Subsidiaries as reasonably determined by the Company and the Administrative Agent that are excessive in view of the benefits that would be obtained by the Secured First Lien PartiesPledged Stock; (11e) any moneyMoney, cash, checks, other negotiable instruments, funds and other evidence of payment held in any Deposit Account of the Company Borrower or any of its Subsidiaries in the nature of a security deposit with respect to obligations for the benefit of the Company Borrower or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (12f) any asset held for sale or other disposition following an acquisition of any assets, business or Person, that (x) the Pisces Acquisition Agreement (as defined in the good faith determination Senior Cash Flow Agreement) and any rights therein or arising thereunder (except any proceeds of the CompanyPisces Acquisition Agreement) would not be material to and (y) the business Atlas Acquisition Agreement (as defined in the Senior Cash Flow Agreement) and any rights therein or operations arising thereunder (except any proceeds of the Company and its Subsidiaries; provided that such asset so held shall be sold or otherwise disposed of within 180 days of the consummation of such acquisition (as may be extended by the Collateral Agent in its reasonable discretionAtlas Acquisition Agreement); (13g) any Instrumentsinterest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, Contractsestoppels or collateral access letters); (h) any fee interest in owned real property (including Fixtures related thereto) if (A) the fair market value (as determined by the Borrower in good faith, Chattel Paperwhich determination shall be conclusive) of such fee interest at the time of the acquisition of such fee interest is less than $15,000,000 individually, General Intangibles, Goods, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or (B) such real property is located in an area identified as a special flood hazard area by the Federal Emergency Management Agency or other contracts or agreements with or issued by Persons applicable agency; (i) any Vehicles and any assets subject to certificate of title; (j) Letter-of-Credit Rights (other than Holdings), a Subsidiary of Holdings or the Company or an Affiliate of any of the foregoing Letter-of-Credit Rights (collectively, “Restrictive Agreements”i) that would otherwise be included in the Collateral (and such Restrictive Agreements shall not be deemed to constitute a part of the Collateral) for so long as, and to the extent that, the granting such Letter-of-Credit Rights are supporting obligations in respect of such Collateral and (ii) in which a security interest pursuant hereto would result in a breachis automatically perfected by filings under the Uniform Commercial Code of any applicable jurisdiction; provided that, default notwithstanding any other provision of this Agreement or termination of any other Loan Document, neither the Borrower nor any other Grantor will be required to confer perfection by control over any such Restrictive Agreements (Letter-of-Credit Rights) and Commercial Tort Claims, in each case, except individually with a value of less than $15,000,000; (k) assets to the extent that, pursuant the granting or perfecting of a security interest in such assets would result in costs or other consequences to Topco or any of its Subsidiaries as reasonably determined in writing by the Borrower and the Senior ABL Agent (to the UCC extent such assets would constitute ABL Priority Collateral) or other the Senior Cash Flow Agent (to the extent such assets would constitute Cash Flow Priority Collateral), which determination shall be conclusive, and notified in writing to the Collateral Agent, that are excessive in view of the benefits that would be obtained by the Secured Parties; (l) those assets over which the granting of security interests in such assets would be prohibited by contract permitted under the Credit Agreement, applicable lawlaw or regulation or the organizational or joint venture documents of any non-wholly owned Subsidiary (including permitted liens, leases and licenses), including contracts over which the granting of security interests therein can would result in termination thereof (in each case, after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code of any applicable jurisdiction, other than proceeds and receivables thereof to the extent that their assignment is expressly deemed effective under the Uniform Commercial Code of any applicable jurisdiction notwithstanding such prohibitions for so long as such prohibitions are in effect), or to the extent that such security interests would result in adverse tax consequences to Topco or one of its Subsidiaries (or, at the election of the Borrower in connection with an initial public offering or other restructuring of the Borrower, any Parent Entity, the Borrower or any of its Subsidiaries) (as determined by the Borrower in good faith, which determination shall be made without resulting in a breach, default conclusive) (it being understood that the Lenders shall not require the Borrower or termination any of such Restrictive Agreementsits Subsidiaries to enter into any security agreements or pledge agreements governed by foreign law); (14m) any Equipment assets specifically requiring perfection through control (including cash, cash equivalents, deposit accounts or other property that would otherwise be included bank or securities accounts), (i) to the extent the security interest in such asset is not perfected by filings under the Uniform Commercial Code of any applicable jurisdiction, (ii) other than in the case of Pledged Stock or Pledged Notes, to the extent not perfected by being held by the Collateral Agent or an Additional Agent as agent for the Collateral Agent, (iii) other than DDAs, Concentration Accounts, the Core Concentration Account and such Equipment or other property shall not be deemed Blocked Accounts (in each case only to constitute a part the extent required pursuant to Subsection 4.16 of the Collateral) if such Equipment or other property (x) is subject to a Lien described in clause (19)(B) or clause (25) of the definition of “Permitted Liens” in the Term Loan Credit Senior ABL Agreement securing Indebtedness incurred pursuant to Section 8.1(b)(iv) of the Term Loan Credit Agreement and any refinancing thereof permitted by Section 8.01(b)(xiii) (or any corresponding provisions of any other Secured First Lien Agreement) or (y) is subject to any Lien described in clause (27)(A) of the definition of “Permitted Liens” (or any corresponding provision of any Additional ABL Credit Facility)), and (iv) other First Lien Secured than the Collateral Proceeds Account (to the extent required pursuant to this Agreement), and any Collateral Proceeds Account under and as defined in the ABL Collateral Agreement (to the extent required pursuant to the ABL Collateral Agreement); (15n) Foreign Intellectual Property; (o) any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other assets constituting a part thereof; (p) prior to the Discharge of ABL Obligations, any property that would otherwise constitute ABL Priority Collateral but is an Excluded Asset (as such term is defined in the ABL Collateral Agreement); (q) any Capital Stock and other securities of (i) a Subsidiary of the Borrower to the extent that the pledge of or grant of any other Lien on such Capital Stock and other securities for the benefit of any holders of securities results in the Borrower or any of its Restricted Subsidiaries being required to file separate financial statements for such Subsidiary with the Securities and Exchange Commission (or any other governmental authority) pursuant to either Rule 3-10 or 3-16 of Regulation S-X under the Securities Act, or any other law, rule or regulation as in effect from time to time, but only to the extent necessary to not be subject to such requirement and/or (ii) any Subsidiary of the Borrower that is (x) an Unrestricted Subsidiary or (y) an Excluded Subsidiary, other than a Foreign Subsidiary (which pledge of Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of a Foreign Subsidiary shall be limited to 65% of each series of its Capital Stock); (r) any assets or property of Holdings, other than the Pledged Stock of the Company; andBorrower; (16s) any Goods in which a security interest is not perfected by filing a financing statement in the applicable Grantor’s jurisdiction of organization; and (t) prior to the discharge of any other Cash Flow Collateral Obligations, any property that is not part of the collateral securing, or required to be securing, such other Cash Flow Collateral Obligations; provided that, prior to the discharge of any other Cash Flow Collateral Obligations, Excluded Assets shall not include any property which secures (or purports to secure) such Cash Flow Collateral Obligations. For the avoidance of doubt, if any Grantor receives any payment or other amount under the Atlas Acquisition Agreement, the Pisces Acquisition Agreement or the Camelot Acquisition Agreement, such payment or other amount shall constitute Collateral when and if actually received by such Grantor, to the extent set forth in Subsection 3.1.

Certain Limited Exceptions. No security interest is or will be granted pursuant to this Agreement or any other First Lien Security Document in any right, title or interest of any Grantor Canadian Granting Party under or in, and “Personal Property Collateral”, “Real Property Collateral” and “Pledged Collateral” shall not include, include the following (collectively, the “Excluded Assets”): (1) any fee interest in owned real property (including Fixtures related thereto) if the fair market value of such fee interest is less than $5,000,000 individually; (2) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (3) any Vehicles, any assets subject to certificate of title and any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other assets constituting a part thereof; (4) Foreign Intellectual Property; (5) Letter-of-Credit Rights and Commercial Tort Claims individually with a value of less than $10,000,000; (6) any assets specifically requiring perfection through control agreements (including cash, cash equivalents, deposit accounts or other bank or securities accounts), other than (i) any assets in which a security interest is automatically perfected by filings under the UCC and (ii) Pledged Stock; (7) margin stock and those assets over which the granting of security interests in such assets would be prohibited by contract, applicable law or regulation or the organizational or joint venture documents of any non-wholly owned Subsidiary (including permitted liens, leases and licenses) (in each case, after giving effect to the applicable anti-assignment provisions of the UCC, other than Proceeds and receivables thereof to the extent that their assignment is expressly deemed effective under the UCC notwithstanding such prohibitions) or to the extent that such security interests would result in material adverse tax consequences (including as a result of the operation of Section 956 of the Code or any similar Law in any applicable jurisdiction) as reasonably determined by the Company and notified in writing to the Administrative Agent (it being understood that neither the Company nor any of its Subsidiaries shall be required to enter into any security agreements or pledge agreements governed by foreign law); (8) Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the definition of Pledged Stock; (9) any property (and/or related rights and/or assets) that would otherwise be included in the Collateral (and such property (and/or related rights and/or assets) shall not be deemed to constitute a part of the Collateral) if such property has been sold or otherwise transferred in connection with a Qualified Securitization Financing permitted by the Secured First Lien Agreements, or a disposition (including a disposition pursuant to a sale and lease-back or other financing transaction) permitted by the First Lien Secured Agreements provided that, notwithstanding the foregoing, a security interest of the Collateral Agent shall attach to any money, securities or other consideration received by any Grantor as consideration for the sale or other disposition of such property as and to the extent such consideration would otherwise constitute Collateral; (10) assets to the extent the granting or perfecting of a security interest in such assets would result in costs or other consequences to Holdings or any of its Subsidiaries as reasonably determined by the Company and the Administrative Agent that are excessive in view of the benefits that would be obtained by the Secured First Lien Parties; (11) any money, cash, checks, other negotiable instruments, funds and other evidence of payment held in any Deposit Account of the Company or any of its Subsidiaries in the nature of a security deposit with respect to obligations for the benefit of the Company or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (12) any asset held for sale or other disposition following an acquisition of any assets, business or Person, that (in the good faith determination of the Company) would not be material to the business or operations of the Company and its Subsidiaries; provided that such asset so held shall be sold or otherwise disposed of within 180 days of the consummation of such acquisition (as may be extended by the Collateral Agent in its reasonable discretion); (13a) any Instruments, Contracts, Chattel Paper, General Intangibles, Goods, Copyright Licenses, Patent Licenses, Trademark Trade-xxxx Licenses, Trade Secret Licenses, Industrial Design Licenses or other contracts or agreements with or issued by Persons (other than Holdings)Holding, a Subsidiary of Holdings or Holding, the Company Parent Borrower, a Restricted Subsidiary or an Affiliate of any of the foregoing thereof (collectively, “Restrictive Agreements”) that would otherwise be included in the Security Collateral (and such Restrictive Agreements shall not be deemed to constitute a part of the Security Collateral) for so long as, and to the extent that, the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the extent that, pursuant to the UCC or PPSA and any other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements); (14b) any Equipment or other property that would otherwise be included in the Security Collateral (and such Equipment or other property shall not be deemed to constitute a part of the Security Collateral) if such Equipment or other property (x) is subject to a Lien described in clause subsection 8.2 (19)(Be) (with respect to Purchase Money Obligations or Capitalized Lease Obligations) or clause (258.2(n) of the definition of “Permitted Liens” in the Term Loan ABL Credit Agreement securing Indebtedness incurred pursuant (with respect to Section 8.1(b)(ivsuch Liens described in such subsection 8.2(d) of the Term Loan ABL Credit Agreement and any refinancing thereof permitted by Section 8.01(b)(xiiiAgreement) to the extent that the agreements governing such Purchase Money Obligations or Capitalized Lease Obligations prohibit the granting of a security interest to the ABL Collateral Agent hereunder (or any corresponding provisions of any other Secured First Lien Agreementbut in each case only for so long as such Liens are in place) or (y) is subject to any Lien described in respect of Hedging Obligations permitted by subsection 8.2(d) that do not constitute Secured Bank Product Obligations of the ABL Credit Agreement to the extent that the agreements governing such Hedging Obligations prohibit the granting of a security interest to the ABL Collateral Agent hereunder (but in each case only for so long as such Liens are in place), and, in the case of such other property, such other property consists solely of (i) cash, Cash Equivalents or Temporary Cash Investments, together with proceeds, dividends and distributions in respect thereof, (ii) any assets relating to such assets, proceeds, dividends or distributions, or to such Hedging Obligations, and/or (iii) any other assets consisting of, relating to or arising under or in connection with (1) any Hedging Obligations or (2) any other agreements, instruments or documents related to any such Hedging Obligations or to any of the assets referred to in any of clauses (i) through (iii) of this clause (27)(A) of the definition of “Permitted Liens” (or any corresponding provision of any other First Lien Secured Agreementy); (15c) any assets property that (A) would otherwise be included in the Security Collateral (and such property shall not be deemed to constitute a part of the Security Collateral) if such property has been sold or otherwise transferred in connection with a Sale and Leaseback Transaction or (B) is subject to any Liens permitted under subsection 8.2 of the ABL Credit Agreement which relates to property subject to any such Sale and Leaseback Transaction or Intangibles related thereto (but only for so long as such Liens are in place), provided that, notwithstanding the foregoing, a security interest of Holdingsthe Collateral Agent shall attach to any money, securities or other consideration received by any Canadian Grantor as consideration for the sale or other disposition of such property as and to the extent such consideration would otherwise constitute Security Collateral; (d) each Canadian Pledgor acknowledges that certain of the Pledged Collateral of such Canadian Pledgor may now or in the future consist of ULC Shares, and that it is the intention of the ABL Collateral Agent and each Canadian Pledgor that neither the ABL Collateral Agent nor any other Secured Party should under any circumstances prior to realization be held to be a “member” or “shareholder,” as applicable, of a ULC for the purposes of any ULC Laws. Therefore, notwithstanding any provisions to the contrary contained in this Agreement, the ABL Credit Agreement or any other Loan Document, where a Canadian Pledgor is the registered and beneficial owner of ULC Shares which are Pledged Collateral of such Canadian Pledgor, such Canadian Pledgor will remain the sole registered and beneficial owner of such ULC Shares until such time as such ULC Shares are effectively transferred into the name of the ABL Collateral Agent, any other Secured Party, or any other Person on the books and records of the applicable ULC. Accordingly, each Canadian Pledgor shall be entitled to receive and retain for its own account any dividend or other distribution, if any, in respect of such ULC Shares (except for any dividend or distribution comprised of Certificated Securities representing Pledged Collateral, which shall be delivered to the ABL Collateral Agent to hold as Pledged Collateral hereunder) and shall have the right to vote such ULC Shares and to control the direction, management and policies of the applicable ULC to the same extent as such Canadian Pledgor would if such ULC Shares were not pledged to the ABL Collateral Agent pursuant hereto. Nothing in this Agreement, the ABL Credit Agreement or any other Loan Document is intended to, and nothing in this Agreement, the ABL Credit Agreement or any other Loan Document shall, constitute the ABL Collateral Agent, any other Secured Party, or any other Person other than the Pledged Stock applicable Canadian Pledgor, a member or shareholder of a ULC for the purposes of any ULC Laws (whether listed or unlisted, registered or beneficial), until such time as notice is given to such Canadian Pledgor and further steps are taken pursuant hereto or thereto so as to register the ABL Collateral Agent, any other Secured Party, or such other Person, as specified in such notice, as the holder of the CompanyULC Shares. To the extent any provision hereof would have the effect of constituting the ABL Collateral Agent or any other Secured Party as a member or a shareholder, as applicable, of any ULC prior to such time, such provision shall be severed herefrom and shall be ineffective with respect to ULC Shares which are Pledged Collateral of any Canadian Pledgor, without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Pledged Collateral of any Canadian Pledgor which is not ULC Shares. Except upon the exercise of rights of the ABL Collateral Agent to sell, transfer or otherwise dispose of ULC Shares in accordance with this Agreement, each Canadian Pledgor shall not cause or permit, or enable an Issuer that is a ULC to cause or permit, the ABL Collateral Agent or any other Secured Party to: (a) be registered as a shareholder or member of such Issuer; (b) have any notation entered in their favour in the share register of such Issuer; (c) be held out as shareholders or members of such Issuer; (d) receive, directly or indirectly, any dividends, property or other distributions from such Issuer by reason of the ABL Collateral Agent holding the security interests over the ULC Shares; or (e) act as a shareholder of such Issuer, or exercise any rights of a shareholder including the right to attend a meeting of shareholders of such Issuer or to vote its ULC Shares; (e) Capital Stock which is described in the proviso to the definition of Pledged Stock; (f) any interest in leased real property (including fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (g) any fee interest in owned real property (including fixtures related thereto) if the fair market value of such fee interest is less than the Dollar Equivalent of $25,000,000 individually; (h) any Vehicles; (i) assets to the extent the granting or perfecting of a security interest in such assets would result in costs or other consequences to Holding or any of its Subsidiaries as reasonably determined in writing by the Parent Borrower, the Administrative Agent and, to the extent such assets would otherwise constitute Collateral, the ABL Collateral Agent, that are excessive in view of the benefits that would be obtained by the Secured Parties; (j) those assets over which the granting of security interests in such assets would be prohibited by contract permitted under the ABL Credit Agreement, applicable law or regulation or the organizational or joint venture documents of any non-wholly owned Subsidiary (after giving effect to the applicable anti-assignment provisions of the PPSA, or any other applicable law or principles of equity as in effect in any relevant jurisdiction), or to the extent that such security interests would result in material adverse tax consequences to the Parent Borrower or any one or more of its Subsidiaries as reasonably determined in writing by the Parent Borrower and consented to in writing by the ABL Collateral Agent (it being understood that the Lenders shall not require the Canadian Borrower or any of its subsidiaries to enter into any security agreements or pledge agreements governed by foreign law); (k) Foreign Intellectual Property; and (16l) any Goods in which aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other assets constituting a part thereof. 3.3.1 The Collateral shall not include the last day of the term of any lease or agreement therefor but upon the enforcement of the security interest is not perfected by filing a financing statement granted hereby in the applicable Grantor’s jurisdiction Collateral, the Canadian Grantors or any of organizationthem shall stand possessed of such last day in trust to assign the same to any person acquiring such term.

Certain Limited Exceptions. No security interest is or will be granted pursuant to this Agreement or any other First Lien Security Document Document, other than the security interest granted in the Guarantee and Collateral Agreement, in any right, title or interest of any Grantor under or in, and “Personal Property Collateral”, “Real Property Collateral” and “Pledged Collateral” shall not include, the following (subject to the last sentence of this Section 3.3, collectively, the “Excluded Assets”): (1) any fee interest in owned real property (including Fixtures related thereto) if the fair market value of such fee interest is less than $5,000,000 individually; (2) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (3) any Vehicles, any assets subject to certificate of title and any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other assets constituting a part thereof; (4) Foreign Intellectual Property; (5) Letter-of-Credit Rights and Commercial Tort Claims individually with a value of less than $10,000,000; (6) any assets specifically requiring perfection through control agreements (including cash, cash equivalents, deposit accounts or other bank or securities accounts), other than (i) any assets in which a security interest is automatically perfected by filings under the UCC and (ii) Pledged Stock; (7) margin stock and those assets over which the granting of security interests in such assets would be prohibited by contract, applicable law or regulation or the organizational or joint venture documents of any non-wholly owned Subsidiary (including permitted liens, leases and licenses) (in each case, after giving effect to the applicable anti-assignment provisions of the UCC, other than Proceeds and receivables thereof to the extent that their assignment is expressly deemed effective under the UCC notwithstanding such prohibitions) or to the extent that such security interests would result in material adverse tax consequences (including as a result of the operation of Section 956 of the Code or any similar Law in any applicable jurisdiction) as reasonably determined by the Company and notified in writing to the Administrative Agent (it being understood that neither the Company nor any of its Subsidiaries shall be required to enter into any security agreements or pledge agreements governed by foreign law); (8) Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the definition of Pledged Stock; (9) any property (and/or related rights and/or assets) that would otherwise be included in the Collateral (and such property (and/or related rights and/or assets) shall not be deemed to constitute a part of the Collateral) if such property has been sold or otherwise transferred in connection with a Qualified Securitization Financing permitted by the Secured First Lien Agreements, or a disposition (including a disposition pursuant to a sale and lease-back or other financing transaction) permitted by the First Lien Secured Agreements provided that, notwithstanding the foregoing, a security interest of the Collateral Agent shall attach to any money, securities or other consideration received by any Grantor as consideration for the sale or other disposition of such property as and to the extent such consideration would otherwise constitute Collateral; (10) assets to the extent the granting or perfecting of a security interest in such assets would result in costs or other consequences to Holdings or any of its Subsidiaries as reasonably determined by the Company and the Administrative Agent that are excessive in view of the benefits that would be obtained by the Secured First Lien Parties; (11) any money, cash, checks, other negotiable instruments, funds and other evidence of payment held in any Deposit Account of the Company or any of its Subsidiaries in the nature of a security deposit with respect to obligations for the benefit of the Company or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (12) any asset held for sale or other disposition following an acquisition of any assets, business or Person, that (in the good faith determination of the Company) would not be material to the business or operations of the Company and its Subsidiaries; provided that such asset so held shall be sold or otherwise disposed of within 180 days of the consummation of such acquisition (as may be extended by the Collateral Agent in its reasonable discretion); (13a) any Instruments, Contracts, Chattel Paper, General Intangibles, Goods, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons (other than Holdings)Parent, a Subsidiary of Holdings or the Company Parent or an Affiliate of any of the foregoing thereof, (collectively, “Restrictive Agreements”) that would otherwise be included in the Collateral (and such Restrictive Agreements shall not be deemed to constitute a part of the Collateral) for so long as, and to the extent that, the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the extent that, pursuant to the UCC PPSA or other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements); (14b) any Equipment or other property that would otherwise be included in the Collateral (and such Equipment or other property shall not be deemed to constitute a part of the Collateral) if such Equipment or other property (x) is subject to a Lien described in clause (19)(Bh) (with respect to Purchase Money Obligations or Capitalized Lease Obligations) or (o) (with respect to such Liens described in such clause (25h)) of the definition of “Permitted Liens” in the Term Loan Credit Agreement securing Indebtedness incurred pursuant to Section 8.1(b)(iv) of the Term Loan Credit Agreement and any refinancing thereof permitted by Section 8.01(b)(xiii) (or any corresponding provisions of any other Secured First Lien Agreementbut in each case only for so long as such Liens are in place) or (y) is subject to any Lien described in respect of Hedging Obligations permitted by Subsection 8.6 of the Credit Agreement as a “Permitted Lien” pursuant to clause (27)(Ah) of the definition thereof in the Credit Agreement (but in each case only for so long as such Liens are in place), and, in the case of such other property, such other property consists solely of (i) cash, Cash Equivalents, Temporary Cash Investments or Investment Grade Securities, together with proceeds, dividends and distributions in respect thereof, (ii) any assets relating to such assets, proceeds, dividends or distributions, or to such Hedging Obligations, and/or (iii) any other assets consisting of, relating to or arising under or in connection with (1) any Hedging Obligations or (2) any other agreements, instruments or documents related to any such Hedging Obligations or to any of the assets referred to in any of subclauses (i) through (iii) of this subclause (y); (c) any property that would otherwise be included in the Collateral (and such property shall not be deemed to constitute a part of the Collateral) if such property (x) has been sold or otherwise transferred in connection with a Special Purpose Financing (as defined in the Credit Agreement), or (y) constitutes the proceeds or products of any property that has been sold or otherwise transferred pursuant to such Special Purpose Financing (other than any payments received by any Grantor in payment for the sale and transfer of such property in such Special Purpose Financing) or (z) is subject to any Liens securing Indebtedness incurred in compliance with Section 8.1(b)(ix) of the Credit Agreement or permitted by Section 8.6 of the Credit Agreement as “Permitted Liens” permitted pursuant to clause (r) of the definition of such term; (d) any property (and/or related rights and/or assets) that would otherwise be included in the Collateral (and such property (and/or related rights and/or assets) shall not be deemed to constitute a part of the Collateral) if such property (A) has been sold or otherwise transferred in connection with a Sale and Leaseback Transaction (as defined in the definition of “Exempt Sale and Leaseback Transaction” in the Credit Agreement) permitted under clause (x) or (xviii) of the definition of “Permitted LiensAsset Disposition” in the Credit Agreement or under Section 8.4 of the Credit Agreement, or (B) is subject to any Liens permitted under Subsection 8.6 of the Credit Agreement which relate to property subject to any such Sale and Leaseback Transaction (as defined in the definition of “Exempt Sale and Leaseback Transaction” in the Credit Agreement) or intangibles related thereto (but only for so long as LEGAL_1:67880593.5 LEGAL_36377770.2 such Liens are in place); provided that, notwithstanding the foregoing, a security interest of the Collateral Agent shall attach to any money, securities or other consideration received by any Grantor as consideration for the sale or other disposition of such property as and to the extent such consideration would otherwise constitute Collateral; (e) Capital Stock (including for these purposes any investment or indebtedness deemed to be Capital Stock for U.S. tax purposes) that is described in the proviso to the definition of “Pledged Stock”; (f) any Money, cash, checks, other negotiable instruments, funds and other evidence of payment held in any Deposit Account of Parent in the nature of a security deposit with respect to obligations for the benefit of Parent, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (g) [reserved]; (h) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (i) any fee interest in owned real property (including Fixtures related thereto) if the fair market value of such fee interest is less than $12,500,000; (j) any Vehicles and any assets subject to certificate of title; (k) Letter of Credit Rights and commercial tort claims individually with a value of less than $7,500,000; (l) assets to the extent the granting or perfecting of a security interest in such assets would result in costs or other consequences to Parent or any corresponding provision of its Subsidiaries as reasonably determined in writing by the Borrower and the Administrative Agent, that are excessive in view of the benefits that would be obtained by the Secured Parties; (m) those assets over which the granting of security interests in such assets would be prohibited by contract permitted under the Credit Agreement, applicable law or regulation or the organizational or joint venture documents of any non-wholly owned Subsidiary (including permitted liens, leases and licenses) (in each case, after giving effect to the applicable anti-assignment provisions of the PPSA, other First Lien Secured than proceeds and receivables thereof to the extent that their assignment is expressly deemed effective or enforceable under the PPSA notwithstanding such prohibitions), or to the extent that such security interests would result in adverse tax consequences to Parent, Holdings, Borrower or any one or more of its Subsidiaries as reasonably determined in writing by the Borrower and notified in writing to the Collateral Agent (it being understood that the Lenders shall not require Parent or any of its subsidiaries to enter into any security agreements or pledge agreements governed by foreign law (other than the laws of the United States of America and any of its states)); (n) any assets specifically requiring perfection through control (including cash, cash equivalents, deposit accounts or other bank or securities accounts), to the extent the security interest in such asset is not automatically perfected by filings under the PPSA or, in the case of Pledged Stock, by being held by the Collateral Agent or an Additional Agent as agent for the Collateral Agent, other than (i) prior to the Discharge of ABL Obligations, DDAs and Blocked Accounts (as defined in the ABL Credit Agreement) (in each case only to the extent required pursuant to Subsection 4.16 of the ABL Credit Agreement), and (ii) the Collateral Proceeds Account (to the extent required pursuant to this Agreement), and, prior to the Discharge of ABL Obligations, any Collateral Proceeds Account under and as defined in the ABL Guarantee and Collateral Agreement (to the extent required pursuant to the ABL Collateral Agreement); (15o) Foreign Intellectual Property; LEGAL_1:67880593.5 LEGAL_36377770.2 (p) any assets aircrafts, airframes, aircraft engines, helicopters, vessels or rolling stock or any equipment or other asset constituting a part thereof; (q) any property that would otherwise constitute ABL Priority Collateral but is an Excluded Asset (as such term is defined in the ABL Guarantee and Collateral Agreement); (r) any Capital Stock and other securities of Holdingsa Subsidiary to the extent that the pledge of or grant of any other Lien on such Capital Stock or other securities for the benefit of any holders of securities results in Parent or any of its Subsidiaries being required to file separate financial statements for such Subsidiary with the Securities and Exchange Commission (or any other governmental authority) pursuant to either Rule 3-10 or 3-16 of Regulation S-X under the Securities Act, or any other than law, rule or regulation as in effect from time to time, but only to the Pledged Stock extent necessary to not be subject to such requirement; (s) with respect to any Grantor’s grant of security in Trademarks, such grant of security shall be limited to a grant by such Grantor of a security interest in (and not constitute an assignment of) all of the CompanyGrantor’s right, title and interest in such Trademarks; (t) Consumer Goods; and (16u) the last day of the term of any Goods in which a security interest is not perfected by filing a financing statement in the applicable Grantor’s jurisdiction lease or agreement for lease of organizationrental property.

Certain Limited Exceptions. No security interest is or will be granted pursuant to this Agreement or any other First Lien Security Document in any right, title or interest of any Grantor Granting Party under or in, and “Personal Property Collateral”, “Real Property Collateral” and “Pledged Collateral” shall not include, include the following (collectively, with respect to the Granting Parties, the “Excluded Assets”): (1a) any fee interest Instruments, Contracts, Chattel Paper, General Intangibles, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons other than the U.S. Borrower, a Subsidiary of the U.S. Borrower or the other U.S. Borrowers or an Affiliate of any of the foregoing (collectively, “Restrictive Agreements”) that would otherwise be included in owned real property the Security Collateral (including Fixtures related theretoand such Restrictive Agreements shall not be deemed to constitute a part of the Security Collateral) if for so long as, and to the fair market value extent that, the granting of such fee interest is less than $5,000,000 individually; (2) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (3) any Vehicles, any assets subject to certificate of title and any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other assets constituting a part thereof; (4) Foreign Intellectual Property; (5) Letter-of-Credit Rights and Commercial Tort Claims individually with a value of less than $10,000,000; (6) any assets specifically requiring perfection through control agreements (including cash, cash equivalents, deposit accounts or other bank or securities accounts), other than (i) any assets in which a security interest is automatically perfected by filings under pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the UCC and (ii) Pledged Stock; (7) margin stock and those assets over which extent that, pursuant to the Code or any other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements); (b) any Equipment or other property that would otherwise be included in the Security Collateral (and such Equipment or other property shall not be deemed to constitute a part of the Security Collateral) if such Equipment or other property (x) is subject to a Lien described in clause (h) (with respect to Purchase Money Obligations or Capitalized Lease Obligations) or (o) (with respect to such Liens described in such assets would be prohibited by contract, applicable law clause (h)) of the definition of “Permitted Liens” in the Credit Agreement (or regulation or the organizational or joint venture documents any corresponding provision of any non-wholly owned Subsidiary (including permitted liens, leases and licenses) (in each case, after giving effect Additional Credit Facility; provided that such provision is not materially less favorable to the applicable anti-assignment provisions of Lenders than the UCC, other than Proceeds and receivables thereof to corresponding provision in the extent that their assignment is expressly deemed effective under the UCC notwithstanding such prohibitions) or to the extent that such security interests would result in material adverse tax consequences Credit Agreement (including as a result of the operation of Section 956 of the Code or any similar Law in any applicable jurisdiction) as reasonably determined in writing by the Company U.S. Borrower and notified in writing to the Administrative Agent Collateral Agent) (it being understood but in each case only for so long as such Liens are in place)) or (y) is subject to any Lien in respect of Hedging Obligations permitted by Subsection 9.6 of the Credit Agreement as a “Permitted Lien” pursuant to clause (h) of the definition thereof in the Credit Agreement (or any corresponding provision of any Additional Credit Facility; provided that neither such provision is not materially less favorable to the Company nor Lenders than the corresponding provision in the Credit Agreement (as reasonably determined in writing by the U.S. Borrower and notified in writing to the Collateral Agent) (but in each case only for so long as such Liens are in place), and, in the case of such other property, such other property consists solely of (i) cash, Cash Equivalents or Temporary Cash Investments, together with proceeds, dividends and distributions in respect thereof, (ii) any assets relating to such assets, proceeds, dividends or distributions, or to such Hedging Obligations, and/or (iii) any other assets consisting of, relating to or arising under or in connection with (1) any Hedging Obligations or (2) any other agreements, instruments or documents related to any such Hedging Obligations or to any of its Subsidiaries shall be required the assets referred to enter into in any security agreements or pledge agreements governed by foreign lawof subclauses (i) through (iii) of this subclause (y); (8) Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the definition of Pledged Stock; (9c) any property (and/or related rights and/or assets) that (A) would otherwise be included in the Security Collateral (and such property (and/or related rights and/or assets) shall not be deemed to constitute a part of the Security Collateral) if such property has been sold or otherwise transferred in connection with a Qualified Securitization Financing Sale and Leaseback Transaction (as defined in the definition of “Exempt Sale and Leaseback Transaction” in the Credit Agreement) permitted under clause (x) or (xviii) of the definition of “Asset Disposition” in the Credit Agreement (or any corresponding provision of any Additional Credit Facility; provided that such provision is not materially less favorable to the Lenders than the corresponding provision in the Credit Agreement (as reasonably determined in writing by the Secured First Lien AgreementsU.S. Borrower and notified in writing to the Collateral Agent), or a disposition (including a disposition pursuant B) is subject to a sale and lease-back any Liens permitted under Subsection 9.6 of the Credit Agreement (or other financing transaction) permitted any corresponding provision of any Additional Credit Facility; provided that such provision is not materially less favorable to the Lenders than the corresponding provision in the Credit Agreement in any material respect (as reasonably determined in writing by the First Lien Secured Agreements U.S. Borrower and notified in writing to the Collateral Agent) which relates to property subject to any such Sale and Leaseback Transaction (as defined in the definition of “Exempt Sale and Leaseback Transaction” in the Credit Agreement) or general intangibles related thereto (but only for so long as such Liens are in place); provided that, notwithstanding the foregoing, a security interest of the Collateral Agent shall attach to any money, securities or other consideration received by any Grantor as consideration for the sale or other disposition of such property as and to the extent such consideration would otherwise constitute Security Collateral; (10d) Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the definition of Pledged Stock; (e) any Money, cash, checks, other negotiable instruments, funds and other evidence of payment held in any Deposit Account of the U.S. Borrower or any of its Subsidiaries in the nature of a security deposit with respect to obligations for the benefit of the U.S. Borrower or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to permitted Contractual Obligations; (f) Letter-of-Credit Rights; (g) any interest in leased real property (including Fixtures not constituting equipment related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (h) any fee interest in owned real property; (i) any Vehicles and any assets subject to certificate of title; (j) Commercial Tort Claims individually reasonably expected to result in a recovery of less than $20,000,000; (k) assets to the extent the granting or perfecting of a security interest in such assets would result in costs or other consequences to Holdings the U.S. Borrower or any of its Subsidiaries as reasonably determined in writing by the Company U.S. Borrower and the Administrative Agent Agent, that are excessive in view of the benefits that would be obtained by the Secured First Lien Parties; (11l) those assets over which the granting of security interests in such assets would be prohibited by contract permitted under the Credit Agreement binding on any money, cash, checks, other negotiable instruments, funds and other evidence of payment held in any Deposit Account assets on the date of the Company Original ABL Collateral Agreement or any of its Subsidiaries in acquired after the nature of a security deposit with respect to obligations for the benefit date of the Company or any Original ABL Collateral Agreement at the time of its Subsidiariessuch acquisition and not incurred in contemplation of such acquisition, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (12) any asset held for sale regulation or other disposition following an acquisition the organizational or joint venture documents of any assetsnon-wholly owned Subsidiary (including permitted liens, business or Person, that (in the good faith determination of the Companyleases and licenses) would not be material to the business or operations of the Company and its Subsidiaries; provided that such asset so held shall be sold or otherwise disposed of within 180 days of the consummation of such acquisition (as may be extended by the Collateral Agent in its reasonable discretion); (13) any Instruments, Contracts, Chattel Paper, General Intangibles, Goods, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons (other than Holdings), a Subsidiary of Holdings or the Company or an Affiliate of any of the foregoing (collectively, “Restrictive Agreements”) that would otherwise be included in the Collateral (and such Restrictive Agreements shall not be deemed to constitute a part of the Collateral) for so long as, and to the extent that, the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code, other than proceeds and receivables thereof to the extent thatthat their assignment is expressly deemed effective under the Uniform Commercial Code notwithstanding such prohibitions), pursuant or to the UCC or other applicable law, the granting of extent that such security interests therein can be made without resulting would result in a breach, default adverse tax consequences to the U.S. Borrower or termination any one or more of such Restrictive Agreementsits Subsidiaries as reasonably determined in writing by the U.S. Borrower and notified in writing to the Collateral Agent (it being understood that the Lenders shall not require the U.S. Borrower or any of its U.S. Subsidiaries to enter into any security agreements or pledge agreements governed by foreign law); (14m) [reserved]; (n) Foreign Intellectual Property; (o) any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other property assets constituting a part thereof; (p) any Capital Stock and other securities of a Subsidiary of the U.S. Borrower to the extent that would otherwise be included the pledge of or grant of any other Lien on such Capital Stock and other securities for the benefit of any holders of securities results in the Collateral (U.S. Borrower or any of its Restricted Subsidiaries being required to file separate financial statements for such Subsidiary with the Securities and such Equipment or other property shall not be deemed to constitute a part of the Collateral) if such Equipment or other property (x) is subject to a Lien described in clause (19)(B) or clause (25) of the definition of “Permitted Liens” in the Term Loan Credit Agreement securing Indebtedness incurred pursuant to Section 8.1(b)(iv) of the Term Loan Credit Agreement and any refinancing thereof permitted by Section 8.01(b)(xiii) Exchange Commission (or any corresponding provisions other governmental authority) pursuant to either Rule 3-10 or 3-16 of Regulation S-X under the Securities Act, or any other Secured First Lien Agreement) law, rule or (y) is regulation as in effect from time to time, but only to the extent necessary to not be subject to any Lien described in clause (27)(A) of the definition of “Permitted Liens” (or any corresponding provision of any other First Lien Secured Agreement); (15) any assets or property of Holdings, other than the Pledged Stock of the Companysuch requirement; and (16q) any Goods in which a security interest is not perfected by filing a financing statement in the applicable Grantor’s jurisdiction of organization.

Certain Limited Exceptions. No security interest is or will be granted pursuant to this Agreement or any other First Lien Security Document hereto in any right, title or interest of any Grantor Granting Party under or in, and “Personal Property Collateral”, “Real Property Collateral” and “Pledged Collateral” shall not include, the following in (collectively, the “Excluded Assets”): (1) any fee interest in owned real property (including Fixtures related thereto) if the fair market value of such fee interest is less than $5,000,000 individually; (2) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (3) any Vehicles, any assets subject to certificate of title and any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other assets constituting a part thereof; (4) Foreign Intellectual Property; (5) Letter-of-Credit Rights and Commercial Tort Claims individually with a value of less than $10,000,000; (6) any assets specifically requiring perfection through control agreements (including cash, cash equivalents, deposit accounts or other bank or securities accounts), other than (i) any assets in which a security interest is automatically perfected by filings under the UCC and (ii) Pledged Stock; (7) margin stock and those assets over which the granting of security interests in such assets would be prohibited by contract, applicable law or regulation or the organizational or joint venture documents of any non-wholly owned Subsidiary (including permitted liens, leases and licenses) (in each case, after giving effect to the applicable anti-assignment provisions of the UCC, other than Proceeds and receivables thereof to the extent that their assignment is expressly deemed effective under the UCC notwithstanding such prohibitions) or to the extent that such security interests would result in material adverse tax consequences (including as a result of the operation of Section 956 of the Code or any similar Law in any applicable jurisdiction) as reasonably determined by the Company and notified in writing to the Administrative Agent (it being understood that neither the Company nor any of its Subsidiaries shall be required to enter into any security agreements or pledge agreements governed by foreign law); (8) Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the definition of Pledged Stock; (9) any property (and/or related rights and/or assets) that would otherwise be included in the Collateral (and such property (and/or related rights and/or assets) shall not be deemed to constitute a part of the Collateral) if such property has been sold or otherwise transferred in connection with a Qualified Securitization Financing permitted by the Secured First Lien Agreements, or a disposition (including a disposition pursuant to a sale and lease-back or other financing transaction) permitted by the First Lien Secured Agreements provided that, notwithstanding the foregoing, a security interest of the Collateral Agent shall attach to any money, securities or other consideration received by any Grantor as consideration for the sale or other disposition of such property as and to the extent such consideration would otherwise constitute Collateral; (10) assets to the extent the granting or perfecting of a security interest in such assets would result in costs or other consequences to Holdings or any of its Subsidiaries as reasonably determined by the Company and the Administrative Agent that are excessive in view of the benefits that would be obtained by the Secured First Lien Parties; (11) any money, cash, checks, other negotiable instruments, funds and other evidence of payment held in any Deposit Account of the Company or any of its Subsidiaries in the nature of a security deposit with respect to obligations for the benefit of the Company or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (12) any asset held for sale or other disposition following an acquisition of any assets, business or Person, that (in the good faith determination of the Company) would not be material to the business or operations of the Company and its Subsidiaries; provided that such asset so held shall be sold or otherwise disposed of within 180 days of the consummation of such acquisition (as may be extended by the Collateral Agent in its reasonable discretion); (13a) any Instruments, Contracts, Chattel Paper, General Intangibles, Goods, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons (other than Holdings), a Subsidiary of Holdings or the Company or an Affiliate of any of the foregoing thereof, (collectively, “Restrictive Agreements”) that would otherwise be included in the Security Collateral (and such Restrictive Agreements shall not be deemed to constitute a part of the Security Collateral) for so long as, and to the extent that, the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the extent that, pursuant to the UCC Code or other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements); (14b) any Equipment or other property that would otherwise be included in the Security Collateral (and such Equipment or other property shall not be deemed to constitute a part of the Security Collateral) if such Equipment or other property (x) is subject to a Lien described in (x) clause (19)(B) or clause (25h) of the definition of “Permitted Liens” in the Term Loan Credit Agreement securing Indebtedness incurred pursuant or (y) subsection 7.3(h) or 7.3(o) (with respect to Section 8.1(b)(iva Lien described in subsection 7.3(h)) of the Term Loan Credit Agreement and any refinancing thereof permitted by Section 8.01(b)(xiii) (or any corresponding provisions of any other Secured First Lien Agreement) or (y) is subject to any Lien described but in clause (27)(A) of the definition of “Permitted Liens” (or any corresponding provision of any other First Lien Secured Agreementeach case only for so long as such Liens are in place); (15c) any assets or property of Holdings, other than that would otherwise be included in the Pledged Stock Security Collateral (and such property shall not be deemed to constitute a part of the Company; and Security Collateral) if such property has been sold or otherwise transferred in connection with (16x) any Goods in which a security interest is not perfected by filing a financing statement in the applicable Grantor’s jurisdiction of organization.Sale and Leaseback

Certain Limited Exceptions. No security interest is or will be granted pursuant to this Agreement or any other First Lien Security Document in any right, title or interest of any U.S. Grantor under or in, and “Personal Property Collateral”, “Real Property Collateral” and “Pledged Collateral” shall not include, include the following (collectively, the “Excluded Assets”): (1) any fee interest in owned real property (including Fixtures related thereto) if the fair market value of such fee interest is less than $5,000,000 individually; (2) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (3) any Vehicles, any assets subject to certificate of title and any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other assets constituting a part thereof; (4) Foreign Intellectual Property; (5) Letter-of-Credit Rights and Commercial Tort Claims individually with a value of less than $10,000,000; (6) any assets specifically requiring perfection through control agreements (including cash, cash equivalents, deposit accounts or other bank or securities accounts), other than (i) any assets in which a security interest is automatically perfected by filings under the UCC and (ii) Pledged Stock; (7) margin stock and those assets over which the granting of security interests in such assets would be prohibited by contract, applicable law or regulation or the organizational or joint venture documents of any non-wholly owned Subsidiary (including permitted liens, leases and licenses) (in each case, after giving effect to the applicable anti-assignment provisions of the UCC, other than Proceeds and receivables thereof to the extent that their assignment is expressly deemed effective under the UCC notwithstanding such prohibitions) or to the extent that such security interests would result in material adverse tax consequences (including as a result of the operation of Section 956 of the Code or any similar Law in any applicable jurisdiction) as reasonably determined by the Company and notified in writing to the Administrative Agent (it being understood that neither the Company nor any of its Subsidiaries shall be required to enter into any security agreements or pledge agreements governed by foreign law); (8) Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the definition of Pledged Stock; (9) any property (and/or related rights and/or assets) that would otherwise be included in the Collateral (and such property (and/or related rights and/or assets) shall not be deemed to constitute a part of the Collateral) if such property has been sold or otherwise transferred in connection with a Qualified Securitization Financing permitted by the Secured First Lien Agreements, or a disposition (including a disposition pursuant to a sale and lease-back or other financing transaction) permitted by the First Lien Secured Agreements provided that, notwithstanding the foregoing, a security interest of the Collateral Agent shall attach to any money, securities or other consideration received by any Grantor as consideration for the sale or other disposition of such property as and to the extent such consideration would otherwise constitute Collateral; (10) assets to the extent the granting or perfecting of a security interest in such assets would result in costs or other consequences to Holdings or any of its Subsidiaries as reasonably determined by the Company and the Administrative Agent that are excessive in view of the benefits that would be obtained by the Secured First Lien Parties; (11) any money, cash, checks, other negotiable instruments, funds and other evidence of payment held in any Deposit Account of the Company or any of its Subsidiaries in the nature of a security deposit with respect to obligations for the benefit of the Company or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (12) any asset held for sale or other disposition following an acquisition of any assets, business or Person, that (in the good faith determination of the Company) would not be material to the business or operations of the Company and its Subsidiaries; provided that such asset so held shall be sold or otherwise disposed of within 180 days of the consummation of such acquisition (as may be extended by the Collateral Agent in its reasonable discretion); (13a) any Instruments, Contracts, Chattel Paper, General Intangibles, Goods, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons (other than Holdings)Holding, a Subsidiary of Holdings or Holding, the Company Parent Borrower, a Restricted Subsidiary or an Affiliate of any of the foregoing thereof (collectively, “Restrictive Agreements”) that would otherwise be included in the Security Collateral (and such Restrictive Agreements shall not be deemed to constitute a part of the Security Collateral) for so long as, and to the extent that, the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the extent that, pursuant to the UCC or Code and any other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements); (14b) any Equipment or other property that would otherwise be included in the Security Collateral (and such Equipment or other property shall not be deemed to constitute a part of the Security Collateral) if such Equipment or other property (x) is subject to a Lien described in clause subsection 8.2(e) (19)(Bwith respect to Purchase Money Obligations or Capitalized Lease Obligations) or clause 8.2(n) (25with respect to such Liens described in such subsection 8.2(e) of the definition of “Permitted Liens” in the Term Loan ABL Credit Agreement securing Indebtedness incurred pursuant to Section 8.1(b)(ivAgreement) of the Term Loan ABL Credit Agreement and any refinancing thereof permitted by Section 8.01(b)(xiii) to the extent that the agreements governing such Purchase Money Obligations or Capitalized Lease Obligations prohibit the granting of a security interest to the ABL Collateral Agent hereunder (or any corresponding provisions of any other Secured First Lien Agreementbut in each case only for so long as such Liens are in place) or (y) is subject to any Lien described in clause (27)(Arespect of Hedging Obligations permitted by subsection 8.2(d) of the definition ABL Credit Agreement that do not constitute Secured Bank Product Obligations of “Permitted Liens” the ABL Credit Agreement to the extent that the agreements governing such Hedging Obligations prohibit the granting of a security interest to the ABL Collateral Agent hereunder (but in each case only for so long as such Liens are in place), and, in the case of such other property, such other property consists solely of (i) cash, Cash Equivalents or Temporary Cash Investments, together with proceeds, dividends and distributions in respect thereof, (ii) any corresponding provision of assets relating to such assets, proceeds, dividends or distributions, or to such Hedging Obligations, and/or (iii) any other First Lien Secured Agreementassets consisting of, relating to or arising under or in connection with (1) any Hedging Obligations or (2) any other agreements, instruments or documents related to any such Hedging Obligations or to any of the assets referred to in any of subclauses (i) through (iii) of this subclause (y); (15c) any assets property that (A) would otherwise be included in the Security Collateral (and such property shall not be deemed to constitute a part of the Security Collateral) if such property has been sold or otherwise transferred in connection with a Sale and Leaseback Transaction or (B) is subject to any Liens permitted under subsection 8.2 of the ABL Credit Agreement which relates to property subject to any such Sale and Leaseback Transaction or general intangibles related thereto (but only for so long as such Liens are in place), provided that, notwithstanding the foregoing, a security interest of Holdingsthe Collateral Agent shall attach to any money, securities or other consideration received by any U.S. Grantor as consideration for the sale or other disposition of such property as and to the extent such consideration would otherwise constitute Security Collateral; (d) each U.S. Pledgor acknowledges that certain of the Pledged Collateral of such U.S. Pledgor may now or in the future consist of ULC Shares, and that it is the intention of the ABL Collateral Agent and each U.S. Pledgor that neither the ABL Collateral Agent nor any other Secured Party should under any circumstances prior to realization be held to be a “member” or “shareholder,” as applicable, of a ULC for the purposes of any ULC Laws. Therefore, notwithstanding any provisions to the contrary contained in this Agreement, the ABL Credit Agreement or any other Loan Document, where a U.S. Pledgor is the registered and beneficial owner of ULC Shares which are Pledged Collateral of such U.S. Pledgor, such U.S. Pledgor will remain the sole registered and beneficial owner of such ULC Shares until such time as such ULC Shares are effectively transferred into the name of the ABL Collateral Agent, any other Secured Party, or any other Person on the books and records of the applicable ULC. Accordingly, each U.S. Pledgor shall be entitled to receive and retain for its own account any dividend or other distribution, if any, in respect of such ULC Shares (except for any dividend or distribution comprised of share certificates representing Pledged Collateral, which shall be delivered to the Collateral Representative to hold as Pledged Collateral hereunder) and shall have the right to vote such ULC Shares and to control the direction, management and policies of the applicable ULC to the same extent as such U.S. Pledgor would if such ULC Shares were not pledged to the ABL Collateral Agent pursuant hereto. Nothing in this Agreement, the ABL Credit Agreement or any other Loan Document is intended to, and nothing in this Agreement, the ABL Credit Agreement or any other Loan Document shall, constitute the ABL Collateral Agent, any other Secured Party, or any other Person other than the Pledged Stock applicable U.S. Pledgor, a member or shareholder of a ULC for the purposes of any ULC Laws (whether listed or unlisted, registered or beneficial), until such time as notice is given to such U.S. Pledgor and further steps are taken pursuant hereto or thereto so as to register the ABL Collateral Agent, any other Secured Party, or such other Person, as specified in such notice, as the holder of the Company; and (16) ULC Shares. To the extent any Goods in provision hereof would have the effect of constituting the ABL Collateral Agent or any other Secured Party as a member or a shareholder, as applicable, of any ULC prior to such time, such provision shall be severed herefrom and shall be ineffective with respect to ULC Shares which a security interest are Pledged Collateral of any U.S. Pledgor, without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Pledged Collateral of any U.S. Pledgor which is not perfected by filing ULC Shares. Except upon the exercise of rights of the ABL Collateral Agent to sell, transfer or otherwise dispose of ULC Shares in accordance with this Agreement, each U.S. Pledgor shall not cause or permit, or enable an Issuer that is a financing statement ULC to cause or permit, the ABL Collateral Agent or any other Secured Party to: (a) be registered as a shareholder or member of such Issuer; (b) have any notation entered in their favor in the applicable Grantor’s jurisdiction share register of organization.such Issuer; (c) be held out as shareholders or members of such Issuer;

Certain Limited Exceptions. No security interest is or will be granted pursuant to this Agreement or any other First Lien Security Document in any right, title or interest of any Grantor Granting Party under or in, and “Personal Property Collateral”, “Real Property Collateral” and “Pledged Collateral” shall not include, include the following (subject to the last sentence of this Section 3.3, collectively, the “Excluded Assets”): (1) any fee interest Instruments, Contracts, Chattel Paper, Intangibles, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons other than Holdings, a Subsidiary of Holdings or an Affiliate thereof, (collectively, “Restrictive Agreements”) that would otherwise be included in owned real property the Security Collateral (including Fixtures related theretoand such Restrictive Agreements shall not be deemed to constitute a part of the Security Collateral) if for so long as, and to the fair market value extent that, the granting of such fee a security interest is less than $5,000,000 individuallypursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the extent that, pursuant to the PPSA or other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements); (2) any interest Equipment or other property that would otherwise be included in leased real the Security Collateral (and such Equipment or other property shall not be deemed to constitute a part of the Security Collateral) if such Equipment or other property (including Fixtures related theretox) is subject to a Lien described in clause (h) (with respect to Purchase Money Obligations or Capitalized Lease Obligations) or (o) (with respect to such Liens described in such clause (h)) of the definition of “Permitted Liens” in the Credit Agreement (or any corresponding provision of the ABL Credit Agreement or any Additional Credit Facility; provided that such provision (other than any as in effect on the date hereof) is not materially less favorable to the Lenders than the corresponding provision in the Credit Agreement (as reasonably determined in writing by the Borrower and there shall be no requirement notified in writing to deliver landlord lien waiversthe Collateral Agent) (but in each case only for so long as such Liens are in place)) or (y) is subject to any Lien in respect of Hedging Obligations permitted by Subsection 8.6 of the Credit Agreement as a “Permitted Lien” pursuant to clause (h) of the definition thereof in the Credit Agreement (or any corresponding provision of the ABL Credit Agreement or any Additional Credit Facility; provided that such provision (other than any as in effect on the date hereof) is not materially less favorable to the Lenders than the corresponding provision in the Credit Agreement (as reasonably determined in writing by the Borrower and notified in writing to the Collateral Agent) (but in each case only for so long as such Liens are in place)), estoppels and, in the case of such other property, such other property consists solely of (i) cash, Cash Equivalents, Temporary Cash Investments or collateral access lettersInvestment Grade Securities, together with proceeds, dividends and distributions in respect thereof, (ii) any assets relating to such assets, proceeds, dividends or distributions, or to such Hedging Obligations, and/or (iii) any other assets consisting of, relating to or arising under or in connection with (1) any Hedging Obligations or (2) any other agreements, instruments or documents related to any such Hedging Obligations or to any of the assets referred to in any of subclauses (i) through (iii) of this subclause (y); (3) any Vehiclesproperty that would otherwise be included in the Security Collateral (and such property shall not be deemed to constitute a part of the Security Collateral) if such property (x) has been sold or otherwise transferred in connection with a Special Purpose Financing (as defined in the Credit Agreement), or (y) constitutes the proceeds or products of any assets property that has been sold or otherwise transferred pursuant to such Special Purpose Financing (other than any payments received by any Granting Party in payment for the sale and transfer of such property in such Special Purpose Financing) or (z) is subject to certificate any Liens securing Indebtedness incurred in compliance with Section 8.1(b)(ix) of title and any aircraft, airframes, aircraft engines, helicopters, vessels the Credit Agreement or rolling stock permitted by Section 8.6 of the Credit Agreement as “Permitted Liens” permitted pursuant to clause (r) of the definition of such term (or any Equipment or other assets constituting a part thereof; (4) Foreign Intellectual Property; (5) Letter-of-Credit Rights and Commercial Tort Claims individually with a value of less than $10,000,000; (6) any assets specifically requiring perfection through control agreements (including cash, cash equivalents, deposit accounts or other bank or securities accounts), other than (i) any assets in which a security interest is automatically perfected by filings under the UCC and (ii) Pledged Stock; (7) margin stock and those assets over which the granting of security interests in such assets would be prohibited by contract, applicable law or regulation or the organizational or joint venture documents of any non-wholly owned Subsidiary (including permitted liens, leases and licenses) (in each case, after giving effect to the applicable anti-assignment corresponding provisions of the UCC, ABL Credit Agreement or any Additional Credit Facility; provided that such provisions (other than Proceeds and receivables thereof any as in effect on the date hereof) are not materially less favorable to the extent that their assignment is expressly deemed effective under Lenders than the UCC notwithstanding such prohibitions) or to corresponding provision in the extent that such security interests would result in material adverse tax consequences Credit Agreement (including as a result of the operation of Section 956 of the Code or any similar Law in any applicable jurisdiction) as reasonably determined in writing by the Company Borrower and notified in writing to the Administrative Agent (it being understood that neither the Company nor any of its Subsidiaries shall be required to enter into any security agreements or pledge agreements governed by foreign lawCollateral Agent);). (8) Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the definition of Pledged Stock; (94) any property (and/or related rights and/or assets) that would otherwise be included in the Security Collateral (and such property (and/or related rights and/or assets) shall not be deemed to constitute a part of the Security Collateral) if such property (A) has been sold or otherwise transferred in connection with a Qualified Securitization Financing Sale and Leaseback Transaction (as defined in the definition of “Exempt Sale and Leaseback Transaction” in the Credit Agreement) permitted under clause (x) or (xviii) of the definition of “Asset Disposition” in the Credit Agreement or under Section 8.4 of the Credit Agreement (or any corresponding provision of the ABL Credit Agreement or any Additional Credit Facility; provided that such provision (other than any as in effect on the date hereof) is not materially less favorable to the Lenders than the corresponding provision in the Credit Agreement (as reasonably determined in writing by the Secured First Lien AgreementsBorrower and notified in writing to the Collateral Agent)), or a disposition (including a disposition pursuant B) is subject to a sale and lease-back any Liens permitted under Subsection 8.6 of the Credit Agreement (or any corresponding provision of the ABL Credit Facility or any Additional Credit Facility; provided that such provision (other financing transactionthan any as in effect on the date hereof) permitted is not materially less favorable to the Lenders than the corresponding provision in the Credit Agreement in any material respect (as reasonably determined in writing by the First Lien Secured Agreements Borrower and notified in writing to the Collateral Agent)) which relate to property subject to any such Sale and Leaseback Transaction (as defined in the definition of “Exempt Sale and Leaseback Transaction” in the Credit Agreement) or intangibles related thereto (but only for so long as such Liens are in place); provided that, notwithstanding the foregoing, a security interest of the Collateral Agent shall attach to any money, securities or other consideration received by any Grantor as consideration for the sale or other disposition of such property as and to the extent such consideration would otherwise constitute Collateral; (5) Capital Stock (including for these purposes any investment deemed to be Capital Stock for U.S. tax purposes) that is described in the proviso to the definition of “Pledged Stock”; (6) any Money, cash, checks, other negotiable instruments, funds and other evidence of payment held in any Deposit Account of the Grantor in the nature of a security deposit with respect to obligations for the benefit of the Grantor, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (7) the Investment Agreement (as defined in the Existing Credit Agreement (as defined in the ABL Credit Agreement)) and the Redemption Agreement, and any rights therein or arising thereunder; (8) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (9) any fee interest in owned real property (including Fixtures related thereto) if the fair market value of such fee interest is less than (i) with respect to any such owned real property subject to a Mortgage on the date hereof, for so long as such Mortgage is in effect, $5.0 million individually and (ii) with respect to any other owned real property, $7.5 million individually; (10) any Vehicles and any assets subject to certificate of title; (11) letter of credit rights and Commercial Tort Claims individually with a value of less than $7.5 million; (12) assets to the extent the granting or perfecting of a security interest in such assets would result in costs or other consequences to Holdings or any of its Subsidiaries as reasonably determined in writing by the Company Borrower and the Administrative Agent Agent, that are excessive in view of the benefits that would be obtained by the Secured First Lien Parties; (11) any money, cash, checks, other negotiable instruments, funds and other evidence of payment held in any Deposit Account of the Company or any of its Subsidiaries in the nature of a security deposit with respect to obligations for the benefit of the Company or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (12) any asset held for sale or other disposition following an acquisition of any assets, business or Person, that (in the good faith determination of the Company) would not be material to the business or operations of the Company and its Subsidiaries; provided that such asset so held shall be sold or otherwise disposed of within 180 days of the consummation of such acquisition (as may be extended by the Collateral Agent in its reasonable discretion); (13) any Instruments, Contracts, Chattel Paper, General Intangibles, Goods, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons (other than Holdings), a Subsidiary of Holdings or the Company or an Affiliate of any of the foregoing (collectively, “Restrictive Agreements”) that would otherwise be included in the Collateral (and such Restrictive Agreements shall not be deemed to constitute a part of the Collateral) for so long as, and to the extent that, those assets over which the granting of security interests in such a security interest pursuant hereto assets would result in a breachbe prohibited by contract permitted under the Credit Agreement, default applicable law or termination regulation or the organizational or joint venture documents of such Restrictive Agreements any non-wholly owned Subsidiary (including permitted liens, leases and licenses) (in each case, except after giving effect to the applicable anti-assignment provisions of the PPSA, other than proceeds and receivables thereof to the extent thatthat their assignment is expressly deemed effective or enforceable under the PPSA notwithstanding such prohibitions), pursuant or to the UCC or other applicable law, the granting of extent that such security interests therein can be made without resulting would result in a breachadverse tax consequences to Holdings, default Borrower or termination any one or more of such Restrictive Agreementsits Subsidiaries as reasonably determined in writing by the Borrower and notified in writing to the Collateral Agent (it being understood that the Lenders shall not require the Borrower or any of its subsidiaries to enter into any security agreements or pledge agreements governed by foreign law); (14) any Equipment assets specifically requiring perfection through control (including cash, cash equivalents, deposit accounts or other property that would otherwise be included bank or securities accounts), to the extent the security interest in such asset is not automatically perfected by filings under the PPSA or, in the case of Pledged Stock, by being held by the Collateral Agent or an Additional Agent as agent for the Collateral Agent, other than (ii) prior to the Discharge of ABL Obligations, DDAs and such Equipment or other property shall not be deemed Blocked Accounts (as defined in the ABL Credit Agreement) (in each case only to constitute a part the extent required pursuant to Subsection 4.16 of the CollateralABL Credit Agreement), and (ii) if such Equipment or other property the Collateral Proceeds Account (x) is subject to a Lien described in clause (19)(B) or clause (25) the extent required pursuant to this Agreement), and, prior to the Discharge of the definition of “Permitted Liens” ABL Obligations, any Collateral Proceeds Account under and as defined in the Term Loan Credit ABL Guarantee and Collateral Agreement securing Indebtedness incurred (to the extent required pursuant to Section 8.1(b)(iv) of the Term Loan Credit Agreement and any refinancing thereof permitted by Section 8.01(b)(xiii) (or any corresponding provisions of any other Secured First Lien Agreement) or (y) is subject to any Lien described in clause (27)(A) of the definition of “Permitted Liens” (or any corresponding provision of any other First Lien Secured ABL Collateral Agreement); (15) any assets or property of Holdings, other than the Pledged Stock of the Company; andForeign Intellectual Property; (16) any Goods aircrafts, airframes, aircraft engines, helicopters, vessels or rolling stock or any equipment or other asset constituting a part thereof; (17) any property that would otherwise constitute ABL Priority Collateral but is an Excluded Asset (as such term is defined in which the ABL Guarantee and Collateral Agreement); (18) any Capital Stock and other securities of a Subsidiary to the extent that the pledge of or grant of any other Lien on such Capital Stock or other securities for the benefit of any holders of securities results in the Borrower or any of its Subsidiaries being required to file separate financial statements for such Subsidiary with the Securities and Exchange Commission (or any other governmental authority) pursuant to either Rule 3-10 or 3-16 of Regulation S-X under the Securities Act, or any other law, rule or regulation as in effect from time to time, but only to the extent necessary to not be subject to such requirement; (19) with respect to any Grantor’s grant of security in Trademarks, such grant of security shall be limited to a grant by such Grantor of a security interest is in (and not perfected by filing a financing statement in constitute an assignment of) all of the applicable Grantor’s jurisdiction of organization.right, title and interest in such Trademarks; and

Certain Limited Exceptions. No security interest is or will be granted pursuant to this Agreement or any other First Lien Security Document in any right, title or interest of any Grantor Granting Party under or in, and “Personal Property Collateral”, “Real Property Collateral” and “Pledged Collateral” shall not include, include the following (collectively, the “Excluded Assets”): (1a) any fee interest Instruments, Contracts, Chattel Paper, General Intangibles, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons other than Holdings, a Subsidiary of Holdings or the Borrower or an Affiliate of any of the foregoing (collectively, “Restrictive Agreements”) that would otherwise be included in owned real property the Security Collateral (including Fixtures related theretoand such Restrictive Agreements shall not be deemed to constitute a part of the Security Collateral) if for so long as, and to the fair market value extent that, the granting of such fee interest is less than $5,000,000 individually; (2) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (3) any Vehicles, any assets subject to certificate of title and any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other assets constituting a part thereof; (4) Foreign Intellectual Property; (5) Letter-of-Credit Rights and Commercial Tort Claims individually with a value of less than $10,000,000; (6) any assets specifically requiring perfection through control agreements (including cash, cash equivalents, deposit accounts or other bank or securities accounts), other than (i) any assets in which a security interest is automatically perfected by filings under pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the UCC and (ii) Pledged Stock; (7) margin stock and those assets over which extent that, pursuant to the Code or any other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements); (b) any Equipment or other property that would otherwise be included in the Security Collateral (and such Equipment or other property shall not be deemed to constitute a part of the Security Collateral) if such Equipment or other property (x) is subject to a Lien described in clause (h) (with respect to Purchase Money Obligations or Capitalized Lease Obligations) or (o) (with respect to such Liens described in such assets would be prohibited by contract, applicable law clause (h)) of the definition of “Permitted Liens” in the Credit Agreement (or regulation or the organizational or joint venture documents any corresponding provision of any non-wholly owned Subsidiary (including permitted liens, leases and licenses) (in each case, after giving effect Additional Credit Facility; provided that such provision is not materially less favorable to the applicable anti-assignment provisions of Lenders than the UCC, other than Proceeds and receivables thereof to corresponding provision in the extent that their assignment is expressly deemed effective under the UCC notwithstanding such prohibitions) or to the extent that such security interests would result in material adverse tax consequences Credit Agreement (including as a result of the operation of Section 956 of the Code or any similar Law in any applicable jurisdiction) as reasonably determined in writing by the Company Borrower and notified in writing to the Administrative Agent Collateral Agent) (it being understood but in each case only for so long as such Liens are in place) or (y) is subject to any Lien in respect of Hedging Obligations permitted by Subsection 8.6 of the Credit Agreement as a “Permitted Lien” pursuant to clause (h) of the definition thereof in the Credit Agreement (or any corresponding provision of any Additional Credit Facility; provided that neither such provision is not materially less favorable to the Company nor Lenders than the corresponding provision in the Credit Agreement (as reasonably determined in writing by the Borrower and notified in writing to the Collateral Agent) (but in each case only for so long as such Liens are in place), and, in the case of such other property, such other property consists solely of (i) cash, Cash Equivalents or Temporary Cash Investments, together with proceeds, dividends and distributions in respect thereof, (ii) any assets relating to such assets, proceeds, dividends or distributions, or to such Hedging Obligations, and/or (iii) any other assets consisting of, relating to or arising under or in connection with (1) any Hedging Obligations or (2) any other agreements, instruments or documents related to any such Hedging Obligations or to any of its Subsidiaries shall be required the assets referred to enter into in any security agreements or pledge agreements governed by foreign lawof subclauses (i) through (iii) of this subclause (y); (8) Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the definition of Pledged Stock; (9c) any property (and/or related rights and/or assets) that (A) would otherwise be included in the Security Collateral (and such property (and/or related rights and/or assets) shall not be deemed to constitute a part of the Security Collateral) if such property has been sold or otherwise transferred in connection with a Qualified Securitization Financing Sale and Leaseback Transaction (as defined in the definition of “Exempt Sale and Leaseback Transaction” in the Credit Agreement) permitted under clause (x) or (xviii) of the definition of “Asset Disposition” in the Credit Agreement (or any corresponding provision of any Additional Credit Facility; provided that such provision is not materially less favorable to the Lenders than the corresponding provision in the Credit Agreement (as reasonably determined in writing by the Secured First Lien AgreementsBorrower and notified in writing to the Collateral Agent), or a disposition (including a disposition pursuant B) is subject to a sale and lease-back any Liens permitted under Subsection 8.6 of the Credit Agreement (or other financing transaction) permitted any corresponding provision of any Additional Credit Facility; provided that such provision is not materially less favorable to the Lenders than the corresponding provision in the Credit Agreement in any material respect (as reasonably determined in writing by the First Lien Secured Agreements Borrower and notified in writing to the Collateral Agent) which relates to property subject to any such Sale and Leaseback Transaction (as defined in the definition of “Exempt Sale and Leaseback Transaction” in the Credit Agreement) or general intangibles related thereto (but only for so long as such Liens are in place); provided that, notwithstanding the foregoing, a security interest of the Collateral Agent shall attach to any money, securities or other consideration received by any Grantor as consideration for the sale or other disposition of such property as and to the extent such consideration would otherwise constitute Security Collateral; (10d) Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the definition of Pledged Stock; (e) any Money, cash, checks, other negotiable instruments, funds and other evidence of payment held in any Deposit Account of the Borrower or any of its Subsidiaries in the nature of a security deposit with respect to obligations for the benefit of the Borrower or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to permitted Contractual Obligations; (f) Letter-of-Credit Rights; (g) any interest in leased real property (including Fixtures not constituting equipment related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (h) any fee interest in owned real property (including Fixtures related thereto) if the Fair Market Value of such fee interest is less than $10,000,000 individually; (i) any Vehicles and any assets subject to certificate of title; (j) Commercial Tort Claims individually reasonably expected to result in a recovery of less than $20,000,000; (k) assets to the extent the granting or perfecting of a security interest in such assets would result in costs or other consequences to Holdings or any of its Subsidiaries as reasonably determined in writing by the Company Borrower and the Administrative Agent Agent, that are excessive in view of the benefits that would be obtained by the Secured First Lien Parties; (11l) those assets over which the granting of security interests in such assets would be prohibited by contract permitted under the Credit Agreement binding on any money, cash, checks, other negotiable instruments, funds and other evidence of payment held in any Deposit Account assets as of the Company date hereof or any acquired after the date hereof at the time of its Subsidiaries such acquisition and not incurred in the nature contemplation of a security deposit with respect to obligations for the benefit of the Company or any of its Subsidiariessuch acquisition, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (12) any asset held for sale regulation or other disposition following an acquisition the organizational or joint venture documents of any assetsnon-wholly owned Subsidiary (including permitted liens, business or Person, that (in the good faith determination of the Companyleases and licenses) would not be material to the business or operations of the Company and its Subsidiaries; provided that such asset so held shall be sold or otherwise disposed of within 180 days of the consummation of such acquisition (as may be extended by the Collateral Agent in its reasonable discretion); (13) any Instruments, Contracts, Chattel Paper, General Intangibles, Goods, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons (other than Holdings), a Subsidiary of Holdings or the Company or an Affiliate of any of the foregoing (collectively, “Restrictive Agreements”) that would otherwise be included in the Collateral (and such Restrictive Agreements shall not be deemed to constitute a part of the Collateral) for so long as, and to the extent that, the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code, other than proceeds and receivables thereof to the extent thatthat their assignment is expressly deemed effective under the Uniform Commercial Code notwithstanding such prohibitions), pursuant or to the UCC or other applicable law, the granting of extent that such security interests therein can be made without resulting would result in a breach, default adverse tax consequences to Holdings or termination any one or more of such Restrictive Agreementsits Subsidiaries as reasonably determined in writing by Holdings and notified in writing to the Collateral Agent (it being understood that the Lenders shall not require Holdings or any of its subsidiaries to enter into any security agreements or pledge agreements governed by foreign law); (14m) [reserved]; (n) Foreign Intellectual Property; (o) any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other property that would otherwise be included in the Collateral (and such Equipment or other property shall not be deemed to constitute assets constituting a part thereof; (p) any Capital Stock and other securities of a Subsidiary of Holdings to the Collateral) if extent that the pledge of or grant of any other Lien on such Equipment Capital Stock and other securities for the benefit of any holders of securities results in Holdings or other property (x) is subject any of its Restricted Subsidiaries being required to a Lien described in clause (19)(B) or clause (25) of file separate financial statements for such Subsidiary with the definition of “Permitted Liens” in the Term Loan Credit Agreement securing Indebtedness incurred pursuant to Section 8.1(b)(iv) of the Term Loan Credit Agreement Securities and any refinancing thereof permitted by Section 8.01(b)(xiii) Exchange Commission (or any corresponding provisions other governmental authority) pursuant to either Rule 3-10 or 3-16 of Regulation S-X under the Securities Act, or any other Secured First Lien Agreement) law, rule or (y) is regulation as in effect from time to time, but only to the extent necessary to not be subject to any Lien described in clause (27)(A) of the definition of “Permitted Liens” (or any corresponding provision of any other First Lien Secured Agreement); (15) any assets or property of Holdings, other than the Pledged Stock of the Companysuch requirement; and (16q) any Goods in which a security interest is not perfected by filing a financing statement in the applicable Grantor’s jurisdiction of organization.

Certain Limited Exceptions. No security interest is or will be granted pursuant to this Agreement or any other First Lien Security Document in any right, title or interest of any Grantor Granting Party under or in, and “Personal Property Collateral”, “Real Property Collateral” and “Pledged Collateral” shall not include, include the following (collectively, the “Excluded Assets”): (1) any fee interest in owned real property (including Fixtures related thereto) if the fair market value of such fee interest is less than $5,000,000 individually; (2) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (3) any Vehicles, any assets subject to certificate of title and any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other assets constituting a part thereof; (4) Foreign Intellectual Property; (5) Letter-of-Credit Rights and Commercial Tort Claims individually with a value of less than $10,000,000; (6) any assets specifically requiring perfection through control agreements (including cash, cash equivalents, deposit accounts or other bank or securities accounts), other than (i) any assets in which a security interest is automatically perfected by filings under the UCC and (ii) Pledged Stock; (7) margin stock and those assets over which the granting of security interests in such assets would be prohibited by contract, applicable law or regulation or the organizational or joint venture documents of any non-wholly owned Subsidiary (including permitted liens, leases and licenses) (in each case, after giving effect to the applicable anti-assignment provisions of the UCC, other than Proceeds and receivables thereof to the extent that their assignment is expressly deemed effective under the UCC notwithstanding such prohibitions) or to the extent that such security interests would result in material adverse tax consequences (including as a result of the operation of Section 956 of the Code or any similar Law in any applicable jurisdiction) as reasonably determined by the Company and notified in writing to the Administrative Agent (it being understood that neither the Company nor any of its Subsidiaries shall be required to enter into any security agreements or pledge agreements governed by foreign law); (8) Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the definition of Pledged Stock; (9) any property (and/or related rights and/or assets) that would otherwise be included in the Collateral (and such property (and/or related rights and/or assets) shall not be deemed to constitute a part of the Collateral) if such property has been sold or otherwise transferred in connection with a Qualified Securitization Financing permitted by the Secured First Lien Agreements, or a disposition (including a disposition pursuant to a sale and lease-back or other financing transaction) permitted by the First Lien Secured Agreements provided that, notwithstanding the foregoing, a security interest of the Collateral Agent shall attach to any money, securities or other consideration received by any Grantor as consideration for the sale or other disposition of such property as and to the extent such consideration would otherwise constitute Collateral; (10) assets to the extent the granting or perfecting of a security interest in such assets would result in costs or other consequences to Holdings or any of its Subsidiaries as reasonably determined by the Company and the Administrative Agent that are excessive in view of the benefits that would be obtained by the Secured First Lien Parties; (11) any money, cash, checks, other negotiable instruments, funds and other evidence of payment held in any Deposit Account of the Company or any of its Subsidiaries in the nature of a security deposit with respect to obligations for the benefit of the Company or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (12) any asset held for sale or other disposition following an acquisition of any assets, business or Person, that (in the good faith determination of the Company) would not be material to the business or operations of the Company and its Subsidiaries; provided that such asset so held shall be sold or otherwise disposed of within 180 days of the consummation of such acquisition (as may be extended by the Collateral Agent in its reasonable discretion); (13a) any Instruments, Contracts, Chattel Paper, General Intangibles, Goods, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons (other than Holdings), a Subsidiary of Holdings or the Company any Borrower or an Affiliate of any of the foregoing (collectively, “Restrictive Agreements”) that would otherwise be included in the Security Collateral (and such Restrictive Agreements shall not be deemed to constitute a part of the Security Collateral) for so long as, and to the extent that, the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the extent that, pursuant to the UCC or Code and any other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements); (14b) any Equipment or other property that would otherwise be included in the Security Collateral (and such Equipment or other property shall not be deemed to constitute a part of the Security Collateral) if such Equipment or other property (x) is subject to a Lien described in clause (19)(B) or clause (25) of the definition of “Permitted Liens” in the Term Loan Credit Agreement securing Indebtedness incurred pursuant to Section 8.1(b)(iv) of the Term Loan Credit Agreement and any refinancing thereof permitted by Section 8.01(b)(xiiih) (with respect to Purchase Money Obligations or any corresponding provisions of any other Secured First Lien AgreementCapitalized Lease Obligations) or (yo) is subject (with respect to any Lien such Liens described in clause (27)(A) of the definition of “Permitted Liens” (or any corresponding provision of any other First Lien Secured Agreement); (15) any assets or property of Holdings, other than the Pledged Stock of the Company; and (16) any Goods in which a security interest is not perfected by filing a financing statement in the applicable Grantor’s jurisdiction of organization.such clause

Certain Limited Exceptions. No security interest is or will be granted pursuant to this Agreement or any other First Lien Security Document in any right, title or interest of any U.S. Grantor under or in, and “Personal Property Collateral”, “Real Property Collateral” and “Pledged Collateral” shall not include, include the following (collectively, the “Excluded Assets”): (1) any fee interest in owned real property (including Fixtures related thereto) if the fair market value of such fee interest is less than $5,000,000 individually; (2) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (3) any Vehicles, any assets subject to certificate of title and any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other assets constituting a part thereof; (4) Foreign Intellectual Property; (5) Letter-of-Credit Rights and Commercial Tort Claims individually with a value of less than $10,000,000; (6) any assets specifically requiring perfection through control agreements (including cash, cash equivalents, deposit accounts or other bank or securities accounts), other than (i) any assets in which a security interest is automatically perfected by filings under the UCC and (ii) Pledged Stock; (7) margin stock and those assets over which the granting of security interests in such assets would be prohibited by contract, applicable law or regulation or the organizational or joint venture documents of any non-wholly owned Subsidiary (including permitted liens, leases and licenses) (in each case, after giving effect to the applicable anti-assignment provisions of the UCC, other than Proceeds and receivables thereof to the extent that their assignment is expressly deemed effective under the UCC notwithstanding such prohibitions) or to the extent that such security interests would result in material adverse tax consequences (including as a result of the operation of Section 956 of the Code or any similar Law in any applicable jurisdiction) as reasonably determined by the Company and notified in writing to the Administrative Agent (it being understood that neither the Company nor any of its Subsidiaries shall be required to enter into any security agreements or pledge agreements governed by foreign law); (8) Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the definition of Pledged Stock; (9) any property (and/or related rights and/or assets) that would otherwise be included in the Collateral (and such property (and/or related rights and/or assets) shall not be deemed to constitute a part of the Collateral) if such property has been sold or otherwise transferred in connection with a Qualified Securitization Financing permitted by the Secured First Lien Agreements, or a disposition (including a disposition pursuant to a sale and lease-back or other financing transaction) permitted by the First Lien Secured Agreements provided that, notwithstanding the foregoing, a security interest of the Collateral Agent shall attach to any money, securities or other consideration received by any Grantor as consideration for the sale or other disposition of such property as and to the extent such consideration would otherwise constitute Collateral; (10) assets to the extent the granting or perfecting of a security interest in such assets would result in costs or other consequences to Holdings or any of its Subsidiaries as reasonably determined by the Company and the Administrative Agent that are excessive in view of the benefits that would be obtained by the Secured First Lien Parties; (11) any money, cash, checks, other negotiable instruments, funds and other evidence of payment held in any Deposit Account of the Company or any of its Subsidiaries in the nature of a security deposit with respect to obligations for the benefit of the Company or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (12) any asset held for sale or other disposition following an acquisition of any assets, business or Person, that (in the good faith determination of the Company) would not be material to the business or operations of the Company and its Subsidiaries; provided that such asset so held shall be sold or otherwise disposed of within 180 days of the consummation of such acquisition (as may be extended by the Collateral Agent in its reasonable discretion); (13a) any Instruments, Contracts, Chattel Paper, General Intangibles, Goods, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons (other than Holdings)Holding, a Subsidiary of Holdings or Holding, the Company Parent Borrower, a Restricted Subsidiary or an Affiliate of any of the foregoing thereof (collectively, “Restrictive Agreements”) that would otherwise be included in the Security Collateral (and such Restrictive Agreements shall not be deemed to constitute a part of the Security Collateral) for so long as, and to the extent that, the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the extent that, pursuant to the UCC or Code and any other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements); (14b) any Equipment or other property that would otherwise be included in the Security Collateral (and such Equipment or other property shall not be deemed to constitute a part of the Security Collateral) if such Equipment or other property (x) is subject to a Lien described in clause subsection 8.2(e) (19)(Bwith respect to Purchase Money Obligations or Capitalized Lease Obligations) or clause 8.2(n) (25with respect to such Liens described in such subsection 8.2(d)) of the definition of “Permitted Liens” in the Term Loan ABL Credit Agreement securing Indebtedness incurred pursuant to Section 8.1(b)(iv) the extent that the agreements governing such Purchase Money Obligations or Capitalized Lease Obligations prohibit the granting of a security interest to the Term Loan Credit Agreement and any refinancing thereof permitted by Section 8.01(b)(xiii) ABL Collateral Agent hereunder (or any corresponding provisions of any other Secured First Lien Agreementbut in each case only for so long as such Liens are in place) or (y) is subject to any Lien described in clause respect of Hedging Obligations permitted by subsection 8.2(d) that do not constitute Secured Bank Product Obligations of the ABL Credit Agreement to the extent that the agreements governing such Hedging Obligations prohibit the granting of a security interest to the ABL Collateral Agent hereunder (27)(Abut in each case only for so long as such Liens are in place), and, in the case of such other property, such other property consists solely of (i) cash, Cash Equivalents or Temporary Cash Investments, together with proceeds, dividends and distributions in respect thereof, (ii) any assets relating to such assets, proceeds, dividends or distributions, or to such Hedging Obligations, and/or (iii) any other assets consisting of, relating to or arising under or in connection with (1) any Hedging Obligations or (2) any other agreements, instruments or documents related to any such Hedging Obligations or to any of the assets referred to in any of subclauses (i) through (iii) of the definition of “Permitted Liens” this subclause (or any corresponding provision of any other First Lien Secured Agreementy); (15c) any property that (A) would otherwise be included in the Security Collateral (and such property shall not be deemed to constitute a part of the Security Collateral) if such property has been sold or otherwise transferred in connection with a Sale and Leaseback Transaction or (B) is subject to any Liens permitted under subsection 8.2 of the ABL Credit Agreement which relates to property subject to any such Sale and Leaseback Transaction or general intangibles related thereto (but only for so long as such Liens are in place), provided that, notwithstanding the foregoing, a security interest of the Collateral Agent shall attach to any money, securities or other consideration received by any U.S. Grantor as consideration for the sale or other disposition of such property as and to the extent such consideration would otherwise constitute Security Collateral; (d) each U.S. Pledgor acknowledges that certain of the Pledged Collateral of such U.S. Pledgor may now or in the future consist of ULC Shares, and that it is the intention of the ABL Collateral Agent and each U.S. Pledgor that neither the ABL Collateral Agent nor any other Secured Party should under any circumstances prior to realization be held to be a “member” or “shareholder,” as applicable, of a ULC for the purposes of any ULC Laws. Therefore, notwithstanding any provisions to the contrary contained in this Agreement, the ABL Credit Agreement or any other Loan Document, where a U.S. Pledgor is the registered and beneficial owner of ULC Shares which are Pledged Collateral of such U.S. Pledgor, such U.S. Pledgor will remain the sole registered and beneficial owner of such ULC Shares until such time as such ULC Shares are effectively transferred into the name of the ABL Collateral Agent, any other Secured Party, or any other Person on the books and records of the applicable ULC. Accordingly, each U.S. Pledgor shall be entitled to receive and retain for its own account any dividend or other distribution, if any, in respect of such ULC Shares (except for any dividend or distribution comprised of share certificates representing Pledged Collateral, which shall be delivered to the Collateral Representative to hold as Pledged Collateral hereunder) and shall have the right to vote such ULC Shares and to control the direction, management and policies of the applicable ULC to the same extent as such U.S. Pledgor would if such ULC Shares were not pledged to the ABL Collateral Agent pursuant hereto. Nothing in this Agreement, the ABL Credit Agreement or any other Loan Document is intended to, and nothing in this Agreement, the ABL Credit Agreement or any other Loan Document shall, constitute the ABL Collateral Agent, any other Secured Party, or any other Person other than the applicable U.S. Pledgor, a member or shareholder of a ULC for the purposes of any ULC Laws (whether listed or unlisted, registered or beneficial), until such time as notice is given to such U.S. Pledgor and further steps are taken pursuant hereto or thereto so as to register the ABL Collateral Agent, any other Secured Party, or such other Person, as specified in such notice, as the holder of the ULC Shares. To the extent any provision hereof would have the effect of constituting the ABL Collateral Agent or any other Secured Party as a member or a shareholder, as applicable, of any ULC prior to such time, such provision shall be severed herefrom and shall be ineffective with respect to ULC Shares which are Pledged Collateral of any U.S. Pledgor, without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Pledged Collateral of any U.S. Pledgor which is not ULC Shares. Except upon the exercise of rights of the ABL Collateral Agent to sell, transfer or otherwise dispose of ULC Shares in accordance with this Agreement, each U.S. Pledgor shall not cause or permit, or enable an Issuer that is a ULC to cause or permit, the ABL Collateral Agent or any other Secured Party to: (a) be registered as a shareholder or member of such Issuer; (b) have any notation entered in their favor in the share register of such Issuer; (c) be held out as shareholders or members of such Issuer; (d) receive, directly or indirectly, any dividends, property or other distributions from such Issuer by reason of the ABL Collateral Agent holding the security interests over the ULC Shares; or (e) act as a shareholder of such Issuer, or exercise any rights of a shareholder including the right to attend a meeting of shareholders of such Issuer or to vote its ULC Shares; (e) Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the definition of Pledged Stock; (f) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (g) any fee interest in owned real property (including Fixtures related thereto) if the fair market value of such fee interest is less than the Dollar Equivalent of $25,000,000 individually; (h) any Vehicles and any assets subject to a certificate of title; (i) Letter-of-Credit Rights individually with a value of less than $7,500,000 (other than Letter-of-Credit Rights (i) to the extent such Letter-of-Credit Rights are Supporting Obligations in respect of Collateral and (ii) in which a security interest is automatically perfected by filings under the Code; provided that, notwithstanding any other provision of this Agreement or any other Loan Document, neither the Parent Borrower nor any U.S. Grantor will be required to confer perfection by control over any such Letter-of-Credit Rights) and Commercial Tort Claims individually with a value of less than $20,000,000; (j) assets to the extent the granting or perfecting of a security interest in such assets would result in costs or other consequences to Holding or any of its Subsidiaries as reasonably determined in writing by the Parent Borrower, the Administrative Agent and, to the extent such assets would otherwise constitute ABL Priority Collateral, the ABL Collateral Agent, that are excessive in view of the benefits that would be obtained by the Secured Parties; (k) those assets over which the granting of security interests in such assets would be prohibited by contract permitted under the ABL Credit Agreement, applicable law or regulation or the organizational or joint venture documents of any non-wholly owned Subsidiary (after giving effect to Sections 9-406(d), 9-407(a), 9-408(a) or 9-409 of the Code (or any successor provision or provisions) as in effect in any relevant jurisdiction, or any other applicable law (including the Bankruptcy Code) or principles of equity), or to the extent that such security interests would result in material adverse tax consequences to the Parent Borrower or any one or more of its Subsidiaries as reasonably determined in writing by the Parent Borrower and consented to in writing by the ABL Collateral Agent (it being understood that the Lenders shall not require the Parent Borrower or any of its subsidiaries to enter into any security agreements or pledge agreements governed by foreign law); (l) Foreign Intellectual Property; (m) any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other assets constituting a part thereof; (n) any Capital Stock and other securities of a Subsidiary of the Parent Borrower to the extent that the pledge of or grant of any other Lien on such Capital Stock and other securities for the benefit of the holders of securities results in Holding, the Parent Borrower or any of its Restricted Subsidiaries being required to file separate financial statements of such Subsidiary with the SEC (or any other governmental authority) pursuant to either Rule 3-10 or 3-16 of Regulation S-X under the Securities Act, or any other law, rule or regulation as in effect from time to time, but only to the extent necessary to not be subject to such requirement; and (o) any assets or property of HoldingsHolding, other than the Pledged Stock of the Company; and (16) any Goods in which a security interest is not perfected by filing a financing statement in the applicable Grantor’s jurisdiction of organizationParent Borrower.

Certain Limited Exceptions. No security interest is or will be granted pursuant to this Agreement or any other First Lien Security Document in any right, title or interest of any Grantor Granting Party under or in, and “Personal Property Collateral”, “Real Property Collateral” and “Pledged Collateral” shall not include, include the following (collectively, the “Excluded Assets”): (1a) any fee interest Instruments, Contracts, Chattel Paper, General Intangibles, Goods, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons other than Holdings, a Subsidiary of Holdings or the Parent Borrower or an Affiliate of any of the foregoing (collectively, “Restrictive Agreements”) that would otherwise be included in owned real property the Security Collateral (including Fixtures related theretoand such Restrictive Agreements shall not be deemed to constitute a part of the Security Collateral) if for so long as, and to the fair market value extent that, the granting of such fee interest is less than $5,000,000 individually; (2) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (3) any Vehicles, any assets subject to certificate of title and any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other assets constituting a part thereof; (4) Foreign Intellectual Property; (5) Letter-of-Credit Rights and Commercial Tort Claims individually with a value of less than $10,000,000; (6) any assets specifically requiring perfection through control agreements (including cash, cash equivalents, deposit accounts or other bank or securities accounts), other than (i) any assets in which a security interest is automatically perfected by filings under pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the UCC extent that, pursuant to the Code and (ii) Pledged Stock; (7) margin stock and those assets over which any other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such assets would be prohibited by contract, applicable law or regulation or the organizational or joint venture documents of any non-wholly owned Subsidiary (including permitted liens, leases and licenses) (in each case, after giving effect to the applicable anti-assignment provisions of the UCC, other than Proceeds and receivables thereof to the extent that their assignment is expressly deemed effective under the UCC notwithstanding such prohibitions) or to the extent that such security interests would result in material adverse tax consequences (including as a result of the operation of Section 956 of the Code or any similar Law in any applicable jurisdiction) as reasonably determined by the Company and notified in writing to the Administrative Agent (it being understood that neither the Company nor any of its Subsidiaries shall be required to enter into any security agreements or pledge agreements governed by foreign lawRestrictive Agreements); (8) Capital Stock b) any Equipment or other property that would otherwise be included in the Security Collateral (including for these purposes any investment and such Equipment or other property shall not be deemed to be Capital Stock for United States tax purposesconstitute a part of the Security Collateral) which if such Equipment or other property (x) (A) is subject to a Lien described in Subsection 8.14(d) or 8.14(e) (with respect to a Lien described in Subsection 8.14(d)) of the proviso Credit Agreement or (B) is subject to a Lien described in clause (h) (with respect to Purchase Money Obligations or Capitalized Lease Obligations) or (o) (with respect to such Liens described in such clause (h)) of the definition of Pledged Stock“Permitted Liens” in the Term Loan Credit Agreement (or any corresponding provision of any Additional Credit Facility) (but in each case only for so long as such Liens are in place) or (y) (A) is subject to any Lien described in Subsection 8.14(q) of the Credit Agreement or (B) is subject to any Lien in respect of Hedging Obligations (as defined in the Term Loan Credit Agreement) permitted by Subsection 8.6 of the Term Loan Credit Agreement as a “Permitted Lien” pursuant to clause (h) of the definition thereof in the Term Loan Credit Agreement (or any corresponding provision of any Additional Credit Facility) (but in each case only for so long as such Liens are in place), and, in the case of such other property, such other property consists solely of (i) cash, Cash Equivalents or Temporary Cash Investments, together with proceeds, dividends and distributions in respect thereof, (ii) any assets relating to such assets, proceeds, dividends or distributions, or to such Hedging Obligations (as defined in the Term Loan Credit Agreement), and/or (iii) any other assets consisting of, relating to or arising under or in connection with (1) any Hedging Obligations (as defined in the Term Loan Credit Agreement) or (2) any other agreements, instruments or documents related to any such Hedging Obligations (as defined in the Term Loan Credit Agreement) or to any of the assets referred to in any of subclauses (i) through (iii) of this subclause (B); (9c) any property (and/or related rights and/or assets) that (A) would otherwise be included in the Security Collateral (and such property (and/or related rights and/or assets) shall not be deemed to constitute a part of the Security Collateral) if such property has been sold or otherwise transferred in connection with a Qualified Securitization Financing Sale and Leaseback Transaction (as defined in the definition of “Exempt Sale and Leaseback Transaction” in the Credit Agreement) permitted by under Subsection 8.5 of the Secured First Lien AgreementsCredit Agreement (or any corresponding provision of any Additional Credit Facility) or clause (x) or (xviii) of the definition of “Asset Disposition” in the Term Loan Credit Agreement (or any corresponding provision of any Additional Credit Facility), or a disposition (including a disposition pursuant B) is subject to a sale any Liens permitted under Subsection 8.14 of the Credit Agreement (or any corresponding provision of any Additional Credit Facility) or Subsection 8.6 of the Term Loan Credit Agreement (or any corresponding provision of any Additional Credit Facility) which relates to property subject to any such Sale and lease-back Leaseback Transaction (as defined in the definition of “Exempt Sale and Leaseback Transaction” in the Credit Agreement) or other financing transaction) permitted by the First Lien Secured Agreements general intangibles related thereto (but only for so long as such Liens are in place), provided that, notwithstanding the foregoing, a security interest of the Collateral Agent shall attach to any money, securities or other consideration received by any Grantor as consideration for the sale or other disposition of such property as and to the extent such consideration would otherwise constitute Security Collateral; (10d) Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the definition of Pledged Stock; (e) any Money, cash, checks, other negotiable instruments, funds and other evidence of payment held in any Deposit Account of the Parent Borrower or any of its Subsidiaries in the nature of a security deposit with respect to obligations for the benefit of the Parent Borrower or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (f) the Investment Agreement and any rights therein or arising thereunder (except any proceeds of the Investment Agreement); (g) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (h) any fee interest in owned real property (including Fixtures related thereto) if the fair market value of such fee interest is less than $5,000,000 individually; (i) any Vehicles and any assets subject to certificate of title; (j) Letter-of-Credit Rights individually with a value of less than $5,000,000 (other than Letter-of-Credit Rights (i) to the extent such Letter-of-Credit Rights are Supporting Obligations in respect of Collateral and (ii) in which a security interest is automatically perfected by filings under the Code; provided that, notwithstanding any other provision of this Agreement or any other Loan Document, neither the Parent Borrower nor any Grantor will be required to confer perfection by control over any such Letter-of-Credit Rights) and Commercial Tort Claims individually with a value of less than $5,000,000; (k) assets to the extent the granting or perfecting of a security interest in such assets would result in costs or other consequences to Holdings or any of its Subsidiaries as reasonably determined in writing by the Company and Parent Borrower, the Administrative Agent and, to the extent such assets would otherwise constitute ABL Priority Collateral, the Collateral Agent, that are excessive in view of the benefits that would be obtained by the Secured First Lien Parties; (11l) those assets over which the granting of security interests in such assets would be prohibited by contract permitted under the Credit Agreement, applicable law or regulation or the organizational or joint venture documents of any moneynon-wholly owned Subsidiary (including permitted liens, cashleases and licenses) (in each case, checksafter giving effect to the applicable anti-assignment provisions of the Code, other negotiable instrumentsthan proceeds and receivables thereof to the extent that their assignment is expressly deemed effective under the Code notwithstanding such prohibitions for so long as such prohibitions are in effect), funds or to the extent that such security interests would result in material adverse tax consequences to the Parent Borrower or any one or more of its Subsidiaries as reasonably determined in writing by the Parent Borrower and other evidence of payment held notified in any Deposit Account of writing to the Company Collateral Agent (it being understood that the Lenders shall not require the Parent Borrower or any of its Subsidiaries subsidiaries to enter into any security agreements or pledge agreements governed by foreign law); (m) any assets specifically requiring perfection through control agreements (including cash, cash equivalents, deposit accounts or other bank or securities accounts), other than (i) any assets in which a security interest is automatically perfected by filings under the Code, (ii) Pledged Stock, (iii) DDAs, Concentration Accounts, the Core Concentration Account and Blocked Accounts (in each case only to the extent required pursuant to Subsection 4.16 of the Credit Agreement), and (iv) the Collateral Proceeds Account (to the extent required pursuant to this Agreement), and any Collateral Proceeds Account under and as defined in the nature Term Loan Collateral Agreement (to the extent required pursuant to the Term Loan Collateral Agreement); (n) Foreign Intellectual Property; (o) any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other assets constituting a part thereof; (p) any property that would otherwise constitute Term Loan Priority Collateral but is an Excluded Asset (as such term is defined in the Term Loan Collateral Agreement); (q) any Capital Stock and other securities of a security deposit with respect Subsidiary of the Parent Borrower to obligations the extent that the pledge of or grant of any other Lien on such Capital Stock and other securities for the benefit of the Company holders of securities results in any Parent Entity, the Parent Borrower or any of its SubsidiariesRestricted Subsidiaries being required to file separate financial statements of such Subsidiary with the Securities and Exchange Commission (or any other governmental authority) pursuant to either Rule 3-10 or 3-16 of Regulation S-X under the Securities Act, which must be held for or returned any other law, rule or regulation as in effect from time to time, but only to the applicable counterparty under applicable law or pursuant extent necessary to Contractual Obligationsnot be subject to such requirement; (12) any asset held for sale or other disposition following an acquisition of any assets, business or Person, that (in the good faith determination of the Company) would not be material to the business or operations of the Company and its Subsidiaries; provided that such asset so held shall be sold or otherwise disposed of within 180 days of the consummation of such acquisition (as may be extended by the Collateral Agent in its reasonable discretion); (13) any Instruments, Contracts, Chattel Paper, General Intangibles, Goods, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons (other than Holdings), a Subsidiary of Holdings or the Company or an Affiliate of any of the foregoing (collectively, “Restrictive Agreements”) that would otherwise be included in the Collateral (and such Restrictive Agreements shall not be deemed to constitute a part of the Collateral) for so long as, and to the extent that, the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the extent that, pursuant to the UCC or other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements); (14) any Equipment or other property that would otherwise be included in the Collateral (and such Equipment or other property shall not be deemed to constitute a part of the Collateral) if such Equipment or other property (x) is subject to a Lien described in clause (19)(B) or clause (25) of the definition of “Permitted Liens” in the Term Loan Credit Agreement securing Indebtedness incurred pursuant to Section 8.1(b)(iv) of the Term Loan Credit Agreement and any refinancing thereof permitted by Section 8.01(b)(xiii) (or any corresponding provisions of any other Secured First Lien Agreement) or (y) is subject to any Lien described in clause (27)(A) of the definition of “Permitted Liens” (or any corresponding provision of any other First Lien Secured Agreement); (15s) any assets or property of Holdings, other than the Pledged Stock of the CompanyParent Borrower; and (16t) any Goods in which a security interest is not perfected by filing a financing statement in the applicable Grantor’s jurisdiction of organization. For the avoidance of doubt, if any Grantor receives any payment or other amount under the Investment Agreement, such payment or other amount shall constitute Collateral when and if actually received by such Grantor, to the extent set forth in Subsection 3.1.

Certain Limited Exceptions. No security interest is or will be granted pursuant to this Agreement or any other First Lien Security Document in any right, title or interest of any Grantor Granting Party under or in, and “Personal Property Collateral”, “Real Property Collateral” and “Pledged Collateral” shall not include, include the following (collectively, the “Excluded Assets”): (1a) any fee interest Instruments, Contracts, Chattel Paper, General Intangibles, Goods, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons other than Holdings, a Subsidiary of Holdings or the Parent Borrower or an Affiliate of any of the foregoing (collectively, “Restrictive Agreements”) that would otherwise be included in owned real property the Security Collateral (including Fixtures related theretoand such Restrictive Agreements shall not be deemed to constitute a part of the Security Collateral) if for so long as, and to the fair market value extent that, the granting of such fee interest is less than $5,000,000 individually; (2) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (3) any Vehicles, any assets subject to certificate of title and any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other assets constituting a part thereof; (4) Foreign Intellectual Property; (5) Letter-of-Credit Rights and Commercial Tort Claims individually with a value of less than $10,000,000; (6) any assets specifically requiring perfection through control agreements (including cash, cash equivalents, deposit accounts or other bank or securities accounts), other than (i) any assets in which a security interest is automatically perfected by filings under pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the UCC extent that, pursuant to the Code and (ii) Pledged Stock; (7) margin stock and those assets over which any other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such assets would be prohibited by contract, applicable law or regulation or the organizational or joint venture documents of any non-wholly owned Subsidiary (including permitted liens, leases and licenses) (in each case, after giving effect to the applicable anti-assignment provisions of the UCC, other than Proceeds and receivables thereof to the extent that their assignment is expressly deemed effective under the UCC notwithstanding such prohibitions) or to the extent that such security interests would result in material adverse tax consequences (including as a result of the operation of Section 956 of the Code or any similar Law in any applicable jurisdiction) as reasonably determined by the Company and notified in writing to the Administrative Agent (it being understood that neither the Company nor any of its Subsidiaries shall be required to enter into any security agreements or pledge agreements governed by foreign lawRestrictive Agreements); (8) Capital Stock b) any Equipment or other property that would otherwise be included in the Security Collateral (including for these purposes any investment and such Equipment or other property shall not be deemed to be Capital Stock for United States tax purposesconstitute a part of the Security Collateral) which if such Equipment or other property (x) (A) is subject to a Lien described in Subsection 8.14(d) or 8.14(e) (with respect to a Lien described in Subsection 8.14(d)) of the proviso Credit Agreement or (B) is subject to a Lien described in clause (h) (with respect to Purchase Money Obligations or Capitalized Lease Obligations) or (o) (with respect to such Liens described in such clause (h)) of the definition of Pledged Stock“Permitted Liens” in the Term Loan Credit Agreement (or any corresponding provision of any Additional Credit Facility) (but in each case only for so long as such Liens are in place) or (y) (A) is subject to any Lien described in Subsection 8.14(q) of the Credit Agreement or (B) is subject to any Lien in respect of Hedging Obligations (as defined in the Term Loan Credit Agreement) permitted by Subsection 8.6 of the Term Loan Credit Agreement as a “Permitted Lien” pursuant to clause (h) of the definition thereof in the Term Loan Credit Agreement (or any corresponding provision of any Additional Credit Facility) (but in each case only for so long as such Liens are in place), and, in the case of such other property, such other property consists solely of (i) cash, Cash Equivalents or Temporary Cash Investments, together with proceeds, dividends and distributions in respect thereof, (ii) any assets relating to such assets, proceeds, dividends or distributions, or to such Hedging Obligations (as defined in the Term Loan Credit Agreement), and/or (iii) any other assets consisting of, relating to or arising under or in connection with (1) any Hedging Obligations (as defined in the Term Loan Credit Agreement) or (2) any other agreements, instruments or documents related to any such Hedging Obligations (as defined in the Term Loan Credit Agreement) or to any of the assets referred to in any of subclauses (i) through (iii) of this subclause (B); (9c) any property (and/or related rights and/or assets) that (A) would otherwise be included in the Security Collateral (and such property (and/or related rights and/or assets) shall not be deemed to constitute a part of the Security Collateral) if such property has been sold or otherwise transferred in connection with a Qualified Securitization Financing Sale and Leaseback Transaction (as defined in the definition of “Exempt Sale and Leaseback Transaction” in the Credit Agreement) permitted by under Subsection 8.5 of the Secured First Lien AgreementsCredit Agreement (or any corresponding provision of any Additional Credit Facility) or clause (x) or (xviii) of the definition of “Asset Disposition” in the Term Loan Credit Agreement (or any corresponding provision of any Additional Credit Facility), or a disposition (including a disposition pursuant B) is subject to a sale any Liens permitted under Subsection 8.14 of the Credit Agreement (or any corresponding provision of any Additional Credit Facility) or Subsection 8.6 of the Term Loan Credit Agreement (or any corresponding provision of any Additional Credit Facility) which relates to property subject to any such Sale and lease-back Leaseback Transaction (as defined in the definition of “Exempt Sale and Leaseback Transaction” in the Credit Agreement) or other financing transaction) permitted by the First Lien Secured Agreements general intangibles related thereto (but only for so long as such Liens are in place), provided that, notwithstanding the foregoing, a security interest of the Collateral Agent shall attach to any money, securities or other consideration received by any Grantor as consideration for the sale or other disposition of such property as and to the extent such consideration would otherwise constitute Security Collateral; (10d) Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the definition of Pledged Stock; (e) any Money, cash, checks, other negotiable instruments, funds and other evidence of payment held in any Deposit Account of the Parent Borrower or any of its Subsidiaries in the nature of a security deposit with respect to obligations for the benefit of the Parent Borrower or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (f) the Investment Agreement and any rights therein or arising thereunder (except any proceeds of the Investment Agreement); (g) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (h) any fee interest in owned real property (including Fixtures related thereto) if the fair market value of such fee interest is less than $5,000,000 individually; (i) any Vehicles and any assets subject to certificate of title; (j) Letter-of-Credit Rights individually with a value of less than $5,000,000 (other than Letter-of-Credit Rights (i) to the extent such Letter-of-Credit Rights are Supporting Obligations in respect of Collateral and (ii) in which a security interest is automatically perfected by filings under the Code; provided that, notwithstanding any other provision of this Agreement or any other Loan Document, neither the Parent Borrower nor any Grantor will be required to confer perfection by control over any such Letter-of-Credit Rights) and Commercial Tort Claims individually with a value of less than $5,000,000; (k) assets to the extent the granting or perfecting of a security interest in such assets would result in costs or other consequences to Holdings or any of its Subsidiaries as reasonably determined in writing by the Company and Parent Borrower, the Administrative Agent and, to the extent such assets would otherwise constitute ABL Priority Collateral, the Collateral Agent, that are excessive in view of the benefits that would be obtained by the Secured First Lien Parties; (11l) any moneythose assets over which the granting of security interests in such assets would be prohibited by contract permitted under the Credit Agreement, cash, checks, other negotiable instruments, funds and other evidence of payment held in any Deposit Account of the Company or any of its Subsidiaries in the nature of a security deposit with respect to obligations for the benefit of the Company or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (12) any asset held for sale regulation or other disposition following an acquisition the organizational or joint venture documents of any assetsnon-wholly owned Subsidiary (including permitted liens, business or Person, that (in the good faith determination of the Companyleases and licenses) would not be material to the business or operations of the Company and its Subsidiaries; provided that such asset so held shall be sold or otherwise disposed of within 180 days of the consummation of such acquisition (as may be extended by the Collateral Agent in its reasonable discretion); (13) any Instruments, Contracts, Chattel Paper, General Intangibles, Goods, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons (other than Holdings), a Subsidiary of Holdings or the Company or an Affiliate of any of the foregoing (collectively, “Restrictive Agreements”) that would otherwise be included in the Collateral (and such Restrictive Agreements shall not be deemed to constitute a part of the Collateral) for so long as, and to the extent that, the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except after giving effect to the applicable anti-assignment provisions of the Code, other than proceeds and receivables thereof to the extent thatthat their assignment is expressly deemed effective under the Code notwithstanding such prohibitions for so long as such prohibitions are in effect), pursuant or to the UCC or other applicable law, the granting of extent that such security interests therein can be made without resulting would result in a breach, default material adverse tax consequences to the Parent Borrower or termination any one or more of such Restrictive Agreementsits Subsidiaries as reasonably determined in writing by the Parent Borrower and notified in writing to the Collateral Agent (it being understood that the Lenders shall not require the Parent Borrower or any of its subsidiaries to enter into any security agreements or pledge agreements governed by foreign law); (14) any Equipment or other property that would otherwise be included in the Collateral (and such Equipment or other property shall not be deemed to constitute a part of the Collateral) if such Equipment or other property (x) is subject to a Lien described in clause (19)(B) or clause (25) of the definition of “Permitted Liens” in the Term Loan Credit Agreement securing Indebtedness incurred pursuant to Section 8.1(b)(iv) of the Term Loan Credit Agreement and any refinancing thereof permitted by Section 8.01(b)(xiii) (or any corresponding provisions of any other Secured First Lien Agreement) or (y) is subject to any Lien described in clause (27)(A) of the definition of “Permitted Liens” (or any corresponding provision of any other First Lien Secured Agreement); (15m) any assets specifically requiring perfection through control agreements (including cash, cash equivalents, deposit accounts or property of Holdingsother bank or securities accounts), other than the Pledged Stock of the Company; and (16i) any Goods assets in which a security interest is not automatically perfected by filing a financing statement filings under the Code, (ii) Pledged Stock, (iii) DDAs, Concentration Accounts, the Core Concentration Account and Blocked Accounts (in each case only to the extent required pursuant to Subsection 4.16 of the Credit Agreement), and (iv) the Collateral Proceeds Account (to the extent required pursuant to this Agreement), and any Collateral Proceeds Account under and as defined in the applicable Grantor’s jurisdiction Term Loan Collateral Agreement (to the extent required pursuant to the Term Loan Collateral Agreement); (n) Foreign Intellectual Property; (o) any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other assets constituting a part thereof; (p) any property that would otherwise constitute Term Loan Priority Collateral but is an Excluded Asset (as such term is defined in the Term Loan Collateral Agreement); (q) any Capital Stock and other securities of organization.a Subsidiary of the Parent Borrower to the extent that the pledge of or grant of any other Lien on such Capital Stock and other securities for the benefit of the holders of securities results in any Parent Entity, the Parent Borrower or any of its Restricted Subsidiaries being required to file separate financial statements of such Subsidiary with the Securities and Exchange Commission (or any other governmental authority) pursuant to either Rule 3-10 or 3-16 of Regulation S-X under the Securities Act, or any other law, rule or regulation as in effect from time to time, but only to the extent necessary to not be subject to such requirement;

Certain Limited Exceptions. No security interest is or will be granted pursuant to this Agreement or any other First Lien Security Document in any right, title or interest of any Grantor Granting Party under or in, and “Personal Property Collateral”, “Real Property Collateral” and “Pledged Collateral” shall not include, include the following (collectively, the “Excluded Assets”): (1) any fee interest in owned real property (including Fixtures related thereto) if the fair market value of such fee interest is less than $5,000,000 individually; (2) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (3) any Vehicles, any assets subject to certificate of title and any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other assets constituting a part thereof; (4) Foreign Intellectual Property; (5) Letter-of-Credit Rights and Commercial Tort Claims individually with a value of less than $10,000,000; (6) any assets specifically requiring perfection through control agreements (including cash, cash equivalents, deposit accounts or other bank or securities accounts), other than (i) any assets in which a security interest is automatically perfected by filings under the UCC and (ii) Pledged Stock; (7) margin stock and those assets over which the granting of security interests in such assets would be prohibited by contract, applicable law or regulation or the organizational or joint venture documents of any non-wholly owned Subsidiary (including permitted liens, leases and licenses) (in each case, after giving effect to the applicable anti-assignment provisions of the UCC, other than Proceeds and receivables thereof to the extent that their assignment is expressly deemed effective under the UCC notwithstanding such prohibitions) or to the extent that such security interests would result in material adverse tax consequences (including as a result of the operation of Section 956 of the Code or any similar Law in any applicable jurisdiction) as reasonably determined by the Company and notified in writing to the Administrative Agent (it being understood that neither the Company nor any of its Subsidiaries shall be required to enter into any security agreements or pledge agreements governed by foreign law); (8) Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the definition of Pledged Stock; (9) any property (and/or related rights and/or assets) that would otherwise be included in the Collateral (and such property (and/or related rights and/or assets) shall not be deemed to constitute a part of the Collateral) if such property has been sold or otherwise transferred in connection with a Qualified Securitization Financing permitted by the Secured First Lien Agreements, or a disposition (including a disposition pursuant to a sale and lease-back or other financing transaction) permitted by the First Lien Secured Agreements provided that, notwithstanding the foregoing, a security interest of the Collateral Agent shall attach to any money, securities or other consideration received by any Grantor as consideration for the sale or other disposition of such property as and to the extent such consideration would otherwise constitute Collateral; (10) assets to the extent the granting or perfecting of a security interest in such assets would result in costs or other consequences to Holdings or any of its Subsidiaries as reasonably determined by the Company and the Administrative Agent that are excessive in view of the benefits that would be obtained by the Secured First Lien Parties; (11) any money, cash, checks, other negotiable instruments, funds and other evidence of payment held in any Deposit Account of the Company or any of its Subsidiaries in the nature of a security deposit with respect to obligations for the benefit of the Company or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (12) any asset held for sale or other disposition following an acquisition of any assets, business or Person, that (in the good faith determination of the Company) would not be material to the business or operations of the Company and its Subsidiaries; provided that such asset so held shall be sold or otherwise disposed of within 180 days of the consummation of such acquisition (as may be extended by the Collateral Agent in its reasonable discretion); (13a) any Instruments, Contracts, Chattel Paper, General Intangibles, Goods, Copyright Licenses, Patent Licenses, Trademark Trade-mxxx Licenses, Trade Secret Licenses, Industrial Design Licenses or other contracts or agreements with or issued by Persons (other than Holdings)a Canadian Borrower, a Subsidiary of Holdings or the Company a Canadian Borrower, or an Affiliate of any of the foregoing (collectively, “Restrictive Agreements”) that would otherwise be included in the Security Collateral (and such Restrictive Agreements shall not be deemed to constitute a part of the Security Collateral) for so long as, and to the extent that, the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the extent that, pursuant to the UCC or PPSA and any other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements); (14b) any Equipment or other personal property that would otherwise be included in the Security Collateral (and such Equipment or other personal property shall not be deemed to constitute a part of the Security Collateral) if such Equipment or other personal property (x) (A) is subject to a Lien described in Subsection 8.14(d) or 8.14(e) (with respect to a Lien described in Subsection 8.14(d)) of the Credit Agreement or (B) is subject to a Lien described in clause (19)(Bh) (with respect to Purchase Money Obligations or Financing Lease Obligations) or (o) (with respect to such Liens described in such clause (25h)) of the definition of “Permitted Liens” in the Term Loan Cash Flow Credit Agreement securing Indebtedness incurred pursuant to Section 8.1(b)(iv) of the Term Loan Credit Agreement and any refinancing thereof permitted by Section 8.01(b)(xiii) (or any corresponding provisions of any other Secured First Lien Agreementbut in each case only for so long as such Liens are in place) or (y) (A) is subject to any Lien described in Subsection 8.14(q) of the Credit Agreement or (B) is subject to any Lien in respect of Hedging Obligations (as defined in the Cash Flow Credit Agreement) permitted by Subsection 8.6 of the Cash Flow Credit Agreement as a “Permitted Lien” pursuant to clause (27)(Ah) of the definition thereof in the Cash Flow Credit Agreement (but in each case only for so long as such Liens are in place), and, in the case of such other personal property, such other personal property consists solely of (i) cash, Cash Equivalents or Temporary Cash Investments, together with proceeds, dividends and distributions in respect thereof, (ii) any personal property relating to such assets, proceeds, dividends or distributions, or to such Hedging Obligations (as defined in the Cash Flow Credit Agreement), and/or (iii) any other personal property consisting of, relating to or arising under or in connection with (1) any Hedging Obligations (as defined in the Cash Flow Credit Agreement) or (2) any other agreements, instruments or documents related to any Hedging Obligations (as defined in the Cash Flow Credit Agreement) or to any of the personal property referred to in any of subclauses (i) through (iii) of this subclause (b)(y); (c) any personal property (and/or related rights and/or assets) that (A) would otherwise be included in the Security Collateral (and such personal property (and/or related rights and/or assets) shall not be deemed to constitute a part of the Security Collateral) if such personal property has been sold or otherwise transferred in connection with a Sale and Leaseback Transaction (as defined in the definition of “Exempt Sale and Leaseback Transaction” in the Cash Flow Credit Agreement) permitted under Subsection 8.5 of the Credit Agreement or clause (x) or (xix) of the definition of “Permitted LiensAsset Disposition” in the Cash Flow Credit Agreement, or (B) is subject to any Liens permitted under Subsection 8.14 of the Credit Agreement or Subsection 8.6 of the Cash Flow Credit Agreement that, in each case, relate to personal property subject to any such Sale and Leaseback Transaction (as defined in the definition of “Exempt Sale and Leaseback Transaction” in the Cash Flow Credit Agreement) or intangibles related thereto (but only for so long as such Liens are in place); provided that, notwithstanding the foregoing, a security interest of the Collateral Agent shall attach to any money, securities or other consideration received by any Grantor as consideration for the sale or other disposition of such personal property as and to the extent such consideration would otherwise constitute Security Collateral; (d) Capital Stock which is described in the proviso to the definition of Pledged Stock; (e) any Money, cash, cheques, other negotiable instruments, funds and other evidence of payment held in any Deposit Account of any Canadian Borrower or any corresponding provision of its Subsidiaries in the nature of a security deposit with respect to obligations for the benefit of any other First Lien Secured Canadian Borrower or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (f) (x) the Pisces Acquisition Agreement and any rights therein or arising thereunder (except any proceeds of the Pisces Acquisition Agreement) and (y) the Atlas Acquisition Agreement and any rights therein or arising thereunder (except any proceeds of the Atlas Acquisition Agreement); (15g) any interest in leased real property (including fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (h) any fee interest in owned real property (including fixtures related thereto) if (A) the fair market value (as determined by the Borrower Representative, for and on behalf of the Canadian Borrowers, in good faith, which determination shall be conclusive) of such fee interest at the time of the acquisition of such fee interest is less than $15,000,000 individually, or (B) if situated in the United States, such real property is located in an area identified as a special flood hazard area by the Federal Emergency Management Agency or other applicable agency; (i) any Vehicles and any assets subject to certificate of title; (j) personal property to the extent the granting or perfecting of a security interest in such personal property would result in costs or other consequences to Topco or any of Holdingsits Subsidiaries as reasonably determined in writing by the Borrower Representative, for and on behalf of the Canadian Borrowers, the Administrative Agent and the Collateral Agent, which determination shall be conclusive, that are excessive in view of the benefits that would be obtained by the Secured Parties (it being understood and agreed that personal property located in the Province of Québec shall be deemed under this clause (j) to not constitute a part of the Security Collateral to the extent the value of such personal property does not exceed $500,000 in the aggregate). (k) any personal property over which the granting of security interests in such personal property would be prohibited by contract permitted under the Credit Agreement, applicable law or regulation or the organizational or joint venture documents of any non-wholly owned Subsidiary (including permitted liens, leases and licenses), including contracts over which the granting of security interests therein would result in termination thereof (in each case, after giving effect to the applicable anti-assignment provisions of the PPSA of any applicable jurisdiction, other than proceeds and receivables thereof to the extent that their assignment is expressly deemed effective under the PPSA of any applicable jurisdiction notwithstanding such prohibitions for so long as such prohibitions are in effect), or to the extent that such security interests would result in adverse tax consequences to Topco or one of its Subsidiaries (or, at the election of the Borrower Representative, for and on behalf of the Canadian Borrowers, in connection with an initial public offering or other restructuring of the Parent Borrower, any Parent Entity, the Parent Borrower or any of its Subsidiaries) (as determined by the Borrower Representative, for and on behalf of the Canadian Borrowers, in good faith, which determination shall be conclusive) (it being understood that the Canadian Facility Lenders shall not require any Canadian Borrower or any of its Subsidiaries to enter into any security agreements or pledge agreements governed by the law of a jurisdiction other than Canada or the United States or a subdivision thereof); (l) any personal property specifically requiring perfection through control (including securities accounts), (i) to the extent the security interest in such personal property is not perfected by filings under the PPSA of any applicable jurisdiction and (ii) other than in the case of Pledged Stock or Pledged Notes, to the extent not perfected by being held by the Collateral Agent or an Additional Agent as agent for the Collateral Agent; (m) Foreign Intellectual Property; (n) any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other personal property constituting a part thereof; (o) any Capital Stock and other securities of (i) a Subsidiary of the CompanyParent Borrower to the extent that the pledge of or grant of any other Lien on such Capital Stock and other securities for the benefit of any holders of securities results in the Parent Borrower or any of its Restricted Subsidiaries being required to file separate financial statements for such Subsidiary with the Securities and Exchange Commission (or any other governmental authority) pursuant to either Rule 3-10 or 3-16 of Regulation S-X under the Securities Act, or any other law, rule or regulation as in effect from time to time, but only to the extent necessary to not be subject to such requirement and/or (ii) any Subsidiary of the Parent Borrower that is (x) an Unrestricted Subsidiary, (y) an Excluded Subsidiary, other than a Foreign Subsidiary (which pledge of Capital Stock of a Foreign Subsidiary (other than a Canadian Subsidiary) shall be limited to 65% of each series of its Capital Stock), or (z) a Domestic Subsidiary; (p) the last day of the term of any lease or agreement therefor but upon the enforcement of the security interest granted hereby in the Collateral, the Grantors or any of them shall stand possessed of such last day in trust to assign the same to any person acquiring such term; and (16q) any Goods in which a security interest is not perfected by filing a financing statement “consumer goods” (as defined in the applicable PPSA) of any Grantor’s jurisdiction . For the avoidance of organizationdoubt, if any Grantor receives any payment or other amount under the Atlas Acquisition Agreement or the Pisces Acquisition Agreement, such payment or other amount shall constitute Collateral when and if actually received by such Grantor, to the extent set forth in Subsection 3.1.

Certain Limited Exceptions. No security interest is or will be granted pursuant to this Agreement or any other First Lien Security Document in any right, title or interest of any Grantor Canadian Granting Party under or in, and “Personal Property Collateral”, “Real Property Collateral” and “Pledged Collateral” shall not include, include the following (collectively, the “Excluded Assets”): (1) any fee interest in owned real property (including Fixtures related thereto) if the fair market value of such fee interest is less than $5,000,000 individually; (2) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (3) any Vehicles, any assets subject to certificate of title and any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other assets constituting a part thereof; (4) Foreign Intellectual Property; (5) Letter-of-Credit Rights and Commercial Tort Claims individually with a value of less than $10,000,000; (6) any assets specifically requiring perfection through control agreements (including cash, cash equivalents, deposit accounts or other bank or securities accounts), other than (i) any assets in which a security interest is automatically perfected by filings under the UCC and (ii) Pledged Stock; (7) margin stock and those assets over which the granting of security interests in such assets would be prohibited by contract, applicable law or regulation or the organizational or joint venture documents of any non-wholly owned Subsidiary (including permitted liens, leases and licenses) (in each case, after giving effect to the applicable anti-assignment provisions of the UCC, other than Proceeds and receivables thereof to the extent that their assignment is expressly deemed effective under the UCC notwithstanding such prohibitions) or to the extent that such security interests would result in material adverse tax consequences (including as a result of the operation of Section 956 of the Code or any similar Law in any applicable jurisdiction) as reasonably determined by the Company and notified in writing to the Administrative Agent (it being understood that neither the Company nor any of its Subsidiaries shall be required to enter into any security agreements or pledge agreements governed by foreign law); (8) Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the definition of Pledged Stock; (9) any property (and/or related rights and/or assets) that would otherwise be included in the Collateral (and such property (and/or related rights and/or assets) shall not be deemed to constitute a part of the Collateral) if such property has been sold or otherwise transferred in connection with a Qualified Securitization Financing permitted by the Secured First Lien Agreements, or a disposition (including a disposition pursuant to a sale and lease-back or other financing transaction) permitted by the First Lien Secured Agreements provided that, notwithstanding the foregoing, a security interest of the Collateral Agent shall attach to any money, securities or other consideration received by any Grantor as consideration for the sale or other disposition of such property as and to the extent such consideration would otherwise constitute Collateral; (10) assets to the extent the granting or perfecting of a security interest in such assets would result in costs or other consequences to Holdings or any of its Subsidiaries as reasonably determined by the Company and the Administrative Agent that are excessive in view of the benefits that would be obtained by the Secured First Lien Parties; (11) any money, cash, checks, other negotiable instruments, funds and other evidence of payment held in any Deposit Account of the Company or any of its Subsidiaries in the nature of a security deposit with respect to obligations for the benefit of the Company or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (12) any asset held for sale or other disposition following an acquisition of any assets, business or Person, that (in the good faith determination of the Company) would not be material to the business or operations of the Company and its Subsidiaries; provided that such asset so held shall be sold or otherwise disposed of within 180 days of the consummation of such acquisition (as may be extended by the Collateral Agent in its reasonable discretion); (13a) any Instruments, Contracts, Chattel Paper, General Intangibles, Goods, Copyright Licenses, Patent Licenses, Trademark Trade-mxxx Licenses, Trade Secret Licenses, Industrial Design Licenses or other contracts or agreements with or issued by Persons (other than Holdings)Holding, a Subsidiary of Holdings or Holding, the Company Parent Borrower, a Restricted Subsidiary or an Affiliate of any of the foregoing thereof (collectively, “Restrictive Agreements”) that would otherwise be included in the Security Collateral (and such Restrictive Agreements shall not be deemed to constitute a part of the Security Collateral) for so long as, and to the extent that, the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the extent that, pursuant to the UCC or PPSA and any other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements); (14b) any Equipment or other property that would otherwise be included in the Security Collateral (and such Equipment or other property shall not be deemed to constitute a part of the Security Collateral) if such Equipment or other property (x) is subject to a Lien described in clause subsection 8.2(e) (19)(Bwith respect to Purchase Money Obligations or Capitalized Lease Obligations) or clause (258.2(n) of the definition of “Permitted Liens” in the Term Loan ABL Credit Agreement securing Indebtedness incurred pursuant (with respect to Section 8.1(b)(ivsuch Liens described in such subsection 8.2(e) of the Term Loan ABL Credit Agreement and any refinancing thereof permitted by Section 8.01(b)(xiiiAgreement) to the extent that the agreements governing such Purchase Money Obligations or Capitalized Lease Obligations prohibit the granting of a security interest to the ABL Collateral Agent hereunder (or any corresponding provisions of any other Secured First Lien Agreementbut in each case only for so long as such Liens are in place) or (y) is subject to any Lien described in clause (27)(Arespect of Hedging Obligations permitted by subsection 8.2(d) of the definition ABL Credit Agreement that do not constitute Secured Bank Product Obligations of “Permitted Liens” the ABL Credit Agreement to the extent that the agreements governing such Hedging Obligations prohibit the granting of a security interest to the ABL Collateral Agent hereunder (but in each case only for so long as such Liens are in place), and, in the case of such other property, such other property consists solely of (i) cash, Cash Equivalents or Temporary Cash Investments, together with proceeds, dividends and distributions in respect thereof, (ii) any corresponding provision of assets relating to such assets, proceeds, dividends or distributions, or to such Hedging Obligations, and/or (iii) any other First Lien Secured Agreementassets consisting of, relating to or arising under or in connection with (1) any Hedging Obligations or (2) any other agreements, instruments or documents related to any such Hedging Obligations or to any of the assets referred to in any of clauses (i) through (iii) of this clause (y); (15c) any assets property that (A) would otherwise be included in the Security Collateral (and such property shall not be deemed to constitute a part of the Security Collateral) if such property has been sold or otherwise transferred in connection with a Sale and Leaseback Transaction or (B) is subject to any Liens permitted under subsection 8.2 of the ABL Credit Agreement which relates to property subject to any such Sale and Leaseback Transaction or Intangibles related thereto (but only for so long as such Liens are in place), provided that, notwithstanding the foregoing, a security interest of Holdingsthe Collateral Agent shall attach to any money, securities or other consideration received by any Canadian Grantor as consideration for the sale or other disposition of such property as and to the extent such consideration would otherwise constitute Security Collateral; (d) each Canadian Pledgor acknowledges that certain of the Pledged Collateral of such Canadian Pledgor may now or in the future consist of ULC Shares, and that it is the intention of the ABL Collateral Agent and each Canadian Pledgor that neither the ABL Collateral Agent nor any other Secured Party should under any circumstances prior to realization be held to be a “member” or “shareholder,” as applicable, of a ULC for the purposes of any ULC Laws. Therefore, notwithstanding any provisions to the contrary contained in this Agreement, the ABL Credit Agreement or any other Loan Document, where a Canadian Pledgor is the registered and beneficial owner of ULC Shares which are Pledged Collateral of such Canadian Pledgor, such Canadian Pledgor will remain the sole registered and beneficial owner of such ULC Shares until such time as such ULC Shares are effectively transferred into the name of the ABL Collateral Agent, any other Secured Party, or any other Person on the books and records of the applicable ULC. Accordingly, each Canadian Pledgor shall be entitled to receive and retain for its own account any dividend or other distribution, if any, in respect of such ULC Shares (except for any dividend or distribution comprised of Certificated Securities representing Pledged Collateral, which shall be delivered to the ABL Collateral Agent to hold as Pledged Collateral hereunder) and shall have the right to vote such ULC Shares and to control the direction, management and policies of the applicable ULC to the same extent as such Canadian Pledgor would if such ULC Shares were not pledged to the ABL Collateral Agent pursuant hereto. Nothing in this Agreement, the ABL Credit Agreement or any other Loan Document is intended to, and nothing in this Agreement, the ABL Credit Agreement or any other Loan Document shall, constitute the ABL Collateral Agent, any other Secured Party, or any other Person other than the Pledged Stock applicable Canadian Pledgor, a member or shareholder of a ULC for the purposes of any ULC Laws (whether listed or unlisted, registered or beneficial), until such time as notice is given to such Canadian Pledgor and further steps are taken pursuant hereto or thereto so as to register the ABL Collateral Agent, any other Secured Party, or such other Person, as specified in such notice, as the holder of the CompanyULC Shares. To the extent any provision hereof would have the effect of constituting the ABL Collateral Agent or any other Secured Party as a member or a shareholder, as applicable, of any ULC prior to such time, such provision shall be severed herefrom and shall be ineffective with respect to ULC Shares which are Pledged Collateral of any Canadian Pledgor, without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Pledged Collateral of any Canadian Pledgor which is not ULC Shares. Except upon the exercise of rights of the ABL Collateral Agent to sell, transfer or otherwise dispose of ULC Shares in accordance with this Agreement, each Canadian Pledgor shall not cause or permit, or enable an Issuer that is a ULC to cause or permit, the ABL Collateral Agent or any other Secured Party to: (a) be registered as a shareholder or member of such Issuer; (b) have any notation entered in their favour in the share register of such Issuer; (c) be held out as shareholders or members of such Issuer; (d) receive, directly or indirectly, any dividends, property or other distributions from such Issuer by reason of the ABL Collateral Agent holding the security interests over the ULC Shares; or (e) act as a shareholder of such Issuer, or exercise any rights of a shareholder including the right to attend a meeting of shareholders of such Issuer or to vote its ULC Shares; (e) Capital Stock which is described in the proviso to the definition of Pledged Stock; (f) any interest in leased real property (including fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (g) any fee interest in owned real property (including fixtures related thereto) if the fair market value of such fee interest is less than the Dollar Equivalent of $25,000,000 individually; (h) any Vehicles; (i) assets to the extent the granting or perfecting of a security interest in such assets would result in costs or other consequences to Holding or any of its Subsidiaries as reasonably determined in writing by the Parent Borrower, the Administrative Agent and, to the extent such assets would otherwise constitute Collateral, the ABL Collateral Agent, that are excessive in view of the benefits that would be obtained by the Secured Parties; (j) those assets over which the granting of security interests in such assets would be prohibited by contract permitted under the ABL Credit Agreement, applicable law or regulation or the organizational or joint venture documents of any non-wholly owned Subsidiary (after giving effect to the applicable anti-assignment provisions of the PPSA, or any other applicable law or principles of equity as in effect in any relevant jurisdiction), or to the extent that such security interests would result in material adverse tax consequences to the Parent Borrower or any one or more of its Subsidiaries as reasonably determined in writing by the Parent Borrower and consented to in writing by the ABL Collateral Agent (it being understood that the Lenders shall not require the Canadian Borrower or any of its subsidiaries to enter into any security agreements or pledge agreements governed by foreign law); (k) Foreign Intellectual Property; and (16l) any Goods in which aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other assets constituting a part thereof. 3.3.1 The Collateral shall not include the last day of the term of any lease or agreement therefor but upon the enforcement of the security interest is not perfected by filing a financing statement granted hereby in the applicable Collateral, the Canadian Grantors or any of them shall stand possessed of such last day in trust to assign the same to any person acquiring such term. 3.3.2 The term “Goods” when used in this Agreement shall not include Consumer Goods of any Canadian Grantor’s jurisdiction of organization.

Certain Limited Exceptions. No security interest is or will be granted pursuant to this Agreement or any other First Lien Security Document in any right, title or interest of any Grantor Granting Party under or in, and “Personal Property Collateral”, “Real Property Collateral” and “Pledged Collateral” shall not include, include the following (collectively, the “Excluded Assets”): (1a) any fee interest Instruments, Contracts, Chattel Paper, General Intangibles, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons other than Holdings, a Subsidiary of Holdings or the Parent Borrower or an Affiliate of any of the foregoing,(collectively, “Restrictive Agreements”) that would otherwise be included in owned real property the Security Collateral (including Fixtures related theretoand such Restrictive Agreements shall not be deemed to constitute a part of the Security Collateral) if for so long as, and to the fair market value extent that, the granting of such fee interest is less than $5,000,000 individually; (2) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (3) any Vehicles, any assets subject to certificate of title and any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other assets constituting a part thereof; (4) Foreign Intellectual Property; (5) Letter-of-Credit Rights and Commercial Tort Claims individually with a value of less than $10,000,000; (6) any assets specifically requiring perfection through control agreements (including cash, cash equivalents, deposit accounts or other bank or securities accounts), other than (i) any assets in which a security interest is automatically perfected by filings under pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the UCC and (ii) Pledged Stock; (7) margin stock and those assets over which extent that, pursuant to the Code or other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such assets would be prohibited by contract, applicable law or regulation or the organizational or joint venture documents of any non-wholly owned Subsidiary (including permitted liens, leases and licenses) (in each case, after giving effect to the applicable anti-assignment provisions of the UCC, other than Proceeds and receivables thereof to the extent that their assignment is expressly deemed effective under the UCC notwithstanding such prohibitions) or to the extent that such security interests would result in material adverse tax consequences (including as a result of the operation of Section 956 of the Code or any similar Law in any applicable jurisdiction) as reasonably determined by the Company and notified in writing to the Administrative Agent (it being understood that neither the Company nor any of its Subsidiaries shall be required to enter into any security agreements or pledge agreements governed by foreign lawRestrictive Agreements); (8) Capital Stock b) any Equipment or other property that would otherwise be included in the Security Collateral (including for these purposes any investment and such Equipment or other property shall not be deemed to be Capital Stock for United States tax purposesconstitute a part of the Security Collateral) which if such Equipment or other property (x) (A) is subject to a Lien described in Subsection 8.14(d) or (e) (with respect to a Lien described in Subsection 8.14(d)) of the proviso Credit Agreement or (B) is subject to a Lien described in clause (h) with respect to Purchase Money Obligations and Capitalized Lease Obligations or (o) (with respect to such Liens described in clause (h)) of the definition of Pledged Stock“Permitted Liens” in the Term Loan Credit Agreement or (y) (A) is subject to any Lien in described in Subsection 8.14(q) of the Credit Agreement or (B) is subject to any Lien in respect of Hedging Obligations (as defined in the Term Loan Credit Agreement) permitted by Subsection 8.6 of the Term Loan Credit Agreement as a “Permitted Lien” pursuant to clause (h) of the definition thereof in the Term Loan Credit Agreement (but in each case only for so long as such Liens are in place), and such Equipment or other property consists solely of (i) cash, Cash Equivalents or Temporary Cash Investments, together with proceeds, dividends and distributions in respect thereof, (ii) any assets relating to such assets, proceeds, dividends or distributions or to any Hedging Obligations, and/or (iii) any other assets consisting of, relating to or arising under or in connection with (1) any Interest Rate Agreements, Currency Agreements or Commodities Agreements or (2) any other agreements, instruments or documents related to any Hedging Obligations or to any of the assets referred to in any of subclauses (i) through (iii) of this subclause (B); (9c) any property (and/or related rights and/or assets) that (A) would otherwise be included in the Security Collateral (and such property (and/or related rights and/or assets) shall not be deemed to constitute a part of the Security Collateral) if such property has been sold or otherwise transferred in connection with a Qualified Securitization Financing Sale and Leaseback Transaction permitted by under Subsection 8.5 of the Secured First Lien AgreementsCredit Agreement or clause (x) of the definition of “Asset Disposition” in the Term Loan Credit Agreement, or a disposition (including a disposition pursuant B) is subject to a sale any Liens permitted under Subsection 8.14 of the Credit Agreement or Subsection 8.6 of the Term Loan Credit Agreement which relates to property subject to any such Sale and lease-back Leaseback Transaction or other financing transaction) permitted by the First Lien Secured Agreements general intangibles related thereto (but only for so long as such Liens are in place), provided that, notwithstanding the foregoing, a security interest of the Collateral Agent shall attach to any money, securities or other consideration received by any Grantor as consideration for the sale or other disposition of such property as and to the extent such consideration would otherwise constitute Security Collateral; (10d) assets Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the extent the granting or perfecting definition of a security interest in such assets would result in costs or other consequences to Holdings or any of its Subsidiaries as reasonably determined by the Company and the Administrative Agent that are excessive in view of the benefits that would be obtained by the Secured First Lien PartiesPledged Stock; (11e) Capital Stock that constitutes de minimis shares of a Foreign Subsidiary held by any Granting Party as a nominee or in a similar capacity; (f) any moneyMoney, cash, checks, other negotiable instruments, funds and other evidence of payment held in any Deposit Account of the Company Parent Borrower or any of its Subsidiaries in the nature of a security deposit with respect to obligations for the benefit of the Company Parent Borrower or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (12g) any asset held for sale or other disposition following an acquisition of any assets, business or Person, that (in the good faith determination of the Company) would not be material to the business or operations of the Company and its Subsidiaries; provided that such asset so held shall be sold or otherwise disposed of within 180 days of the consummation of such acquisition (as may be extended by the Collateral Agent in its reasonable discretion); (13) any Instruments, Contracts, Chattel Paper, General Intangibles, Goods, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons (other than Holdings), a Subsidiary of Holdings or the Company or an Affiliate of any of the foregoing (collectively, “Restrictive Agreements”) that would otherwise be included in the Collateral (and such Restrictive Agreements shall not be deemed to constitute a part of the Collateral) for so long as, and to the extent that, the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the extent that, pursuant to the UCC or other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements); (14) any Equipment or other property that would otherwise be included in the Collateral (and such Equipment or other property shall not be deemed to constitute a part of the Collateral) if such Equipment or other property (x) is subject to a Lien described in clause (19)(B) or clause (25) of the definition of “Permitted Liens” in the Term Loan Credit Agreement securing Indebtedness incurred pursuant to Section 8.1(b)(iv) of the Term Loan Credit Merger Agreement and any refinancing thereof permitted by Section 8.01(b)(xiii) rights therein or arising thereunder (or except any corresponding provisions of any other Secured First Lien Agreement) or (y) is subject to any Lien described in clause (27)(A) proceeds of the definition of “Permitted Liens” (or any corresponding provision of any other First Lien Secured Merger Agreement); (15h) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (i) any fee interest in owned real property (including Fixtures related thereto) if the fair market value of such fee interest is less than $5,000,000 individually; (x) any assets or property subject to certificate of Holdings, title (other than the Pledged Stock of the Company; and Vehicles) and (16y) any Goods in which Vehicles owned by a Grantor that are subject to an agreement with a Governmental Authority that validly prohibits the creation of a security interest is not perfected by filing or lien thereon or which would be breached or give any party the right to terminate it as a financing statement in the applicable Grantor’s jurisdiction result of organization.creation of a security interest or lien, including, without limitation, any restrictions related to any Municipal Contract Liens;

Certain Limited Exceptions. No security interest is or will be granted pursuant to this Agreement or any other First Lien Security Document hereto in any right, title or interest of any Grantor Granting Party under or in, and “Personal Property Collateral”, “Real Property Collateral” and “Pledged Collateral” shall not include, the following in (collectively, the “"Excluded Assets”"): (1) any fee interest in owned real property (including Fixtures related thereto) if the fair market value of such fee interest is less than $5,000,000 individually; (2) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (3) any Vehicles, any assets subject to certificate of title and any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other assets constituting a part thereof; (4) Foreign Intellectual Property; (5) Letter-of-Credit Rights and Commercial Tort Claims individually with a value of less than $10,000,000; (6) any assets specifically requiring perfection through control agreements (including cash, cash equivalents, deposit accounts or other bank or securities accounts), other than (i) any assets in which a security interest is automatically perfected by filings under the UCC and (ii) Pledged Stock; (7) margin stock and those assets over which the granting of security interests in such assets would be prohibited by contract, applicable law or regulation or the organizational or joint venture documents of any non-wholly owned Subsidiary (including permitted liens, leases and licenses) (in each case, after giving effect to the applicable anti-assignment provisions of the UCC, other than Proceeds and receivables thereof to the extent that their assignment is expressly deemed effective under the UCC notwithstanding such prohibitions) or to the extent that such security interests would result in material adverse tax consequences (including as a result of the operation of Section 956 of the Code or any similar Law in any applicable jurisdiction) as reasonably determined by the Company and notified in writing to the Administrative Agent (it being understood that neither the Company nor any of its Subsidiaries shall be required to enter into any security agreements or pledge agreements governed by foreign law); (8) Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the definition of Pledged Stock; (9) any property (and/or related rights and/or assets) that would otherwise be included in the Collateral (and such property (and/or related rights and/or assets) shall not be deemed to constitute a part of the Collateral) if such property has been sold or otherwise transferred in connection with a Qualified Securitization Financing permitted by the Secured First Lien Agreements, or a disposition (including a disposition pursuant to a sale and lease-back or other financing transaction) permitted by the First Lien Secured Agreements provided that, notwithstanding the foregoing, a security interest of the Collateral Agent shall attach to any money, securities or other consideration received by any Grantor as consideration for the sale or other disposition of such property as and to the extent such consideration would otherwise constitute Collateral; (10) assets to the extent the granting or perfecting of a security interest in such assets would result in costs or other consequences to Holdings or any of its Subsidiaries as reasonably determined by the Company and the Administrative Agent that are excessive in view of the benefits that would be obtained by the Secured First Lien Parties; (11) any money, cash, checks, other negotiable instruments, funds and other evidence of payment held in any Deposit Account of the Company or any of its Subsidiaries in the nature of a security deposit with respect to obligations for the benefit of the Company or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (12) any asset held for sale or other disposition following an acquisition of any assets, business or Person, that (in the good faith determination of the Company) would not be material to the business or operations of the Company and its Subsidiaries; provided that such asset so held shall be sold or otherwise disposed of within 180 days of the consummation of such acquisition (as may be extended by the Collateral Agent in its reasonable discretion); (13a) any Instruments, Contracts, Chattel Paper, General Intangibles, Goods, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons (other than Holdings), a Subsidiary of Holdings or the Company or an Affiliate of any of the foregoing thereof, (collectively, “"Restrictive Agreements”") that would otherwise be included in the Security Collateral (and such Restrictive Agreements shall not be deemed to constitute a part of the Security Collateral) for so long as, and to the extent that, the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the extent that, pursuant to the UCC Code or other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements); (14b) any Equipment or other that would otherwise be included in the Security Collateral (and such Equipment shall not be deemed to constitute a part of the Security Collateral) if such Equipment is subject to a Lien permitted by subsection 7.2(h) of the Credit Agreement (but only for so long as such Liens are in place); (c) any property that would otherwise be included in the Security Collateral (and such Equipment or other property shall not be deemed to constitute a part of the Security Collateral) if such Equipment property has been sold or other property (x) is subject to otherwise transferred in connection with a Lien described in clause (19)(B) or clause (25) Sale and Leaseback Transaction permitted under subsection 7.10 of the definition of “Permitted Liens” in the Term Loan Credit Agreement securing Indebtedness incurred pursuant to Section 8.1(b)(iv) of the Term Loan Credit Agreement and any refinancing thereof permitted by Section 8.01(b)(xiii) (Agreement, or any corresponding provisions of any other Secured First Lien Agreement) or (y) is subject to any Lien described in clause (27)(ALiens permitted under subsection 7.2(n) of the definition Credit Agreement. Notwithstanding the foregoing, the security interest of “Permitted Liens” (the Collateral Agent shall attach to any money, securities or other consideration received by any corresponding provision Grantor as consideration for the sale or other disposition of any other First Lien Secured Agreement)such property; (15d) any assets or property Intellectual Property governed by the laws of Holdings, other than the Pledged Stock of the Company; and (16) any Goods a jurisdiction in which a security interest or similar lien of any kind is not perfected prohibited under that jurisdiction's laws, for so long as the laws of that jurisdiction so provide; (e) Capital Stock which is specifically excluded from the definition of Pledged Stock by filing a financing statement virtue of the proviso contained in the parenthetical to such definition; or (f) Capital Stock issued by Canadian Xxxxx; or (g) Any forward contracts between RSC and RSC Canada entered into in connection with the loan made by Canadian Xxxxx to RSC Canada; or (h) any Money, cash, checks, other negotiable instrument, funds and other evidence of payment held in any Deposit Account of the Parent Borrower or any of its (i) for the benefit of customers of any Granting Party or any of its Subsidiaries in the ordinary course of business and (ii) in the nature of security deposit with respect to obligations for the benefit of the Parent Borrower or any of its Subsidiaries, which must be held for or returned to the applicable Grantor’s jurisdiction of organizationcounterparty under applicable law or pursuant to Contractual Obligations.

Certain Limited Exceptions. No security interest is or will be granted pursuant to this Agreement or any other First Lien Security Document hereto in any right, title or interest of any Grantor Granting Party under or in, and “Personal Property Collateral”, “Real Property Collateral” and “Pledged Collateral” shall not include, the following in (collectively, the “Excluded Assets”): (1) any fee interest in owned real property (including Fixtures related thereto) if the fair market value of such fee interest is less than $5,000,000 individually; (2) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (3) any Vehicles, any assets subject to certificate of title and any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other assets constituting a part thereof; (4) Foreign Intellectual Property; (5) Letter-of-Credit Rights and Commercial Tort Claims individually with a value of less than $10,000,000; (6) any assets specifically requiring perfection through control agreements (including cash, cash equivalents, deposit accounts or other bank or securities accounts), other than (i) any assets in which a security interest is automatically perfected by filings under the UCC and (ii) Pledged Stock; (7) margin stock and those assets over which the granting of security interests in such assets would be prohibited by contract, applicable law or regulation or the organizational or joint venture documents of any non-wholly owned Subsidiary (including permitted liens, leases and licenses) (in each case, after giving effect to the applicable anti-assignment provisions of the UCC, other than Proceeds and receivables thereof to the extent that their assignment is expressly deemed effective under the UCC notwithstanding such prohibitions) or to the extent that such security interests would result in material adverse tax consequences (including as a result of the operation of Section 956 of the Code or any similar Law in any applicable jurisdiction) as reasonably determined by the Company and notified in writing to the Administrative Agent (it being understood that neither the Company nor any of its Subsidiaries shall be required to enter into any security agreements or pledge agreements governed by foreign law); (8) Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the definition of Pledged Stock; (9) any property (and/or related rights and/or assets) that would otherwise be included in the Collateral (and such property (and/or related rights and/or assets) shall not be deemed to constitute a part of the Collateral) if such property has been sold or otherwise transferred in connection with a Qualified Securitization Financing permitted by the Secured First Lien Agreements, or a disposition (including a disposition pursuant to a sale and lease-back or other financing transaction) permitted by the First Lien Secured Agreements provided that, notwithstanding the foregoing, a security interest of the Collateral Agent shall attach to any money, securities or other consideration received by any Grantor as consideration for the sale or other disposition of such property as and to the extent such consideration would otherwise constitute Collateral; (10) assets to the extent the granting or perfecting of a security interest in such assets would result in costs or other consequences to Holdings or any of its Subsidiaries as reasonably determined by the Company and the Administrative Agent that are excessive in view of the benefits that would be obtained by the Secured First Lien Parties; (11) any money, cash, checks, other negotiable instruments, funds and other evidence of payment held in any Deposit Account of the Company or any of its Subsidiaries in the nature of a security deposit with respect to obligations for the benefit of the Company or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (12) any asset held for sale or other disposition following an acquisition of any assets, business or Person, that (in the good faith determination of the Company) would not be material to the business or operations of the Company and its Subsidiaries; provided that such asset so held shall be sold or otherwise disposed of within 180 days of the consummation of such acquisition (as may be extended by the Collateral Agent in its reasonable discretion); (13a) any Instruments, Contracts, Chattel Paper, General Intangibles, Goods, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons (other than Holdings)CCMCG, a Subsidiary of Holdings or the Company CCMGC or an Affiliate of any of the foregoing thereof, (collectively, “Restrictive Agreements”) that would otherwise be included in the Security Collateral (and such Restrictive Agreements shall not be deemed to constitute a part of the Security Collateral) for so long as, and to the extent that, the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the extent that, pursuant to the UCC Code or other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements); (14b) any Equipment or other that would otherwise be included in the Security Collateral (and such Equipment shall not be deemed to constitute a part of the Security Collateral) if such Equipment is subject to a Lien permitted by subsection 8.3(h) of the Credit Agreement (but only for so long as such Liens are in place); (c) any property that would otherwise be included in the Security Collateral (and such Equipment or other property shall not be deemed to constitute a part of the Security Collateral) if such Equipment property has been sold or other property (x) is subject to otherwise transferred in connection with a Lien described in clause (19)(B) Special Purpose Financing or clause (25) a Sale and Leaseback Transaction permitted under subsection 8.12 of the definition of “Permitted Liens” in the Term Loan Credit Agreement securing Indebtedness incurred pursuant to Section 8.1(b)(iv) of the Term Loan Credit Agreement and any refinancing thereof permitted by Section 8.01(b)(xiii) (Agreement, or any corresponding provisions of any other Secured First Lien Agreement) or (y) is subject to any Lien described in clause (27)(ALiens permitted under subsection 8.3(n) of the definition Credit Agreement. Notwithstanding the foregoing, the security interest of “Permitted Liens” (the Collateral Agent shall attach to any money, securities or other consideration received by any corresponding provision Grantor as consideration for the sale or other disposition of any other First Lien Secured Agreement)such property; (15d) Capital Stock which is specifically excluded from the definition of Pledged Stock by virtue of the proviso contained in the parenthetical to such definition; (e) Vehicle Rental Concession Rights; (f) for the avoidance of doubt, any Deposit Account and any Money, cash, checks, other negotiable instrument, funds and other evidence of payment therein held by any ‘qualified intermediary’ in connection with the HERC LKE Program or Rental Car LKE Program; (g) any assets or property of HoldingsMoney, cash, checks, other than the Pledged Stock negotiable instrument, funds and other evidence of payment held in any Deposit Account of the CompanyParent Borrower or any of its Subsidiaries (i) for the benefit of customers of Hertz Claim Management Corporation or any of its Subsidiaries in the ordinary course of business and (ii) in the nature of security deposit with respect to obligations for the benefit of the Parent Borrower or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; andor (16h) any Goods in which a security interest is not perfected by filing a financing statement property that would otherwise be included in the applicable Grantor’s jurisdiction Security Collateral (and such property shall not be deemed to constitute a part of organizationthe Security Collateral) if such property is subject to other Liens permitted by subsection 8.3(t)(i) of the Credit Agreement.

Certain Limited Exceptions. No security interest is or will be granted pursuant to this Agreement or any other First Lien Security Document in any right, title or interest of any Grantor Granting Party under or in, and “Personal Property Collateral”, “Real Property Collateral” and “Pledged Collateral” shall not include, include the following (collectively, the “Excluded Assets”): (1a) any fee interest Instruments, Contracts, Chattel Paper, General Intangibles, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons other than Holdings, the Borrower, a Subsidiary of the Borrower, or an Affiliate of any of the foregoing (collectively, “Restrictive Agreements”) that would otherwise be included in owned real property the Security Collateral (including Fixtures related theretoand such Restrictive Agreements shall not be deemed to constitute a part of the Security Collateral) if for so long as, and to the fair market value extent that, the granting of such fee interest is less than $5,000,000 individually; (2) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (3) any Vehicles, any assets subject to certificate of title and any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other assets constituting a part thereof; (4) Foreign Intellectual Property; (5) Letter-of-Credit Rights and Commercial Tort Claims individually with a value of less than $10,000,000; (6) any assets specifically requiring perfection through control agreements (including cash, cash equivalents, deposit accounts or other bank or securities accounts), other than (i) any assets in which a security interest is automatically perfected by filings under pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the UCC extent that, pursuant to the Code and (ii) Pledged Stock; (7) margin stock and those assets over which any other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such assets would be prohibited by contract, applicable law or regulation or the organizational or joint venture documents of any non-wholly owned Subsidiary (including permitted liens, leases and licenses) (in each case, after giving effect to the applicable anti-assignment provisions of the UCC, other than Proceeds and receivables thereof to the extent that their assignment is expressly deemed effective under the UCC notwithstanding such prohibitions) or to the extent that such security interests would result in material adverse tax consequences (including as a result of the operation of Section 956 of the Code or any similar Law in any applicable jurisdiction) as reasonably determined by the Company and notified in writing to the Administrative Agent (it being understood that neither the Company nor any of its Subsidiaries shall be required to enter into any security agreements or pledge agreements governed by foreign lawRestrictive Agreements); (8) Capital Stock b) any Equipment or other property that would otherwise be included in the Security Collateral (including for these purposes any investment and such Equipment or other property shall not be deemed to be Capital Stock for United States tax purposesconstitute a part of the Security Collateral) which if such Equipment or other property (x) (A) is subject to a Lien described in Subsection 8.14(d) or 8.14(e) (with respect to a Lien described in Subsection 8.14(d)) of the proviso Senior ABL Agreement (or any corresponding provision of any Additional ABL Credit Facility; provided that such provision in any Additional ABL Credit Facility is not materially less favorable to the Lenders than the corresponding provision in the Senior ABL Agreement (as determined by the Borrower in good faith, which determination shall be conclusive)) or (B) is subject to a Lien described in clause (h) (with respect to Purchase Money Obligations or Financing Lease Obligations) or (o) (with respect to such Liens described in such clause (h)) of the definition of Pledged Stock“Permitted Liens” in the Credit Agreement (or any corresponding provision of any Additional Credit Facility; provided that such provision in any Additional Credit Facility is not materially less favorable to the Lenders than the corresponding provision in the Credit Agreement (as determined by the Borrower in good faith, which determination shall be conclusive) (but in each case only for so long as such Liens are in place)) or (y) (A) is subject to any Lien described in Subsection 8.14(q) of the Senior ABL Agreement (or any corresponding provision of any Additional ABL Credit Facility; provided that such provision in any Additional ABL Credit Facility is not materially less favorable to the Lenders than the corresponding provision in the Senior ABL Agreement (as determined by the Borrower in good faith, which determination shall be conclusive)) or (B) is subject to any Lien in respect of Hedging Obligations (as defined in the Credit Agreement) permitted by Subsection 8.6 of the Credit Agreement as a “Permitted Lien” pursuant to clause (h) of the definition thereof in the Credit Agreement (or any corresponding provision of any Additional Credit Facility; provided that such provision in any Additional Credit Facility is not materially less favorable to the Lenders than the corresponding provision in the Credit Agreement (as determined by the Borrower in good faith, which determination shall be conclusive) (but in each case only for so long as such Liens are in place)), and, in the case of such other property, such other property consists solely of (i) cash, Cash Equivalents or Temporary Cash Investments, together with proceeds, dividends and distributions in respect thereof, (ii) any assets relating to such assets, proceeds, dividends or distributions, or to such Hedging Obligations, and/or (iii) any other assets consisting of, relating to or arising under or in connection with (1) any Hedging Obligations or (2) any other agreements, instruments or documents related to any Hedging Obligations or to any of the assets referred to in any of subclauses (i) through (iii) of this subclause (b)(y); (9c) any property (and/or related rights and/or assets) that (A) would otherwise be included in the Security Collateral (and such property (and/or related rights and/or assets) shall not be deemed to constitute a part of the Security Collateral) if such property has been sold or otherwise transferred in connection with a Qualified Securitization Financing Sale and Leaseback Transaction permitted under Subsection 8.5 of the Senior ABL Agreement (or any corresponding provision of any Additional ABL Credit Facility; provided that such provision in any Additional ABL Credit Facility is not materially less favorable to the Lenders than the corresponding provision in the Senior ABL Agreement (as determined by the Secured First Lien AgreementsBorrower in good faith, which determination shall be conclusive)) or clause (x) or (xix) of the definition of “Asset Disposition” in the Credit Agreement (or any corresponding provision of any Additional Credit Facility; provided that such provision in any Additional Credit Facility is not materially less favorable to the Lenders than the corresponding provision in the Credit Agreement (as determined by the Borrower in good faith, which determination shall be conclusive)), or a disposition (including a disposition pursuant B) is subject to a sale and lease-back any Liens permitted under Subsection 8.14 of the Senior ABL Agreement (or other financing transaction) permitted any corresponding provision of any Additional ABL Credit Facility; provided that such provision in any Additional ABL Credit Facility is not materially less favorable to the Lenders than the corresponding provision in the Senior ABL Agreement (as determined by the First Lien Secured Agreements Borrower in good faith, which determination shall be conclusive)) or Subsection 8.6 of the Credit Agreement (or any corresponding provision of any Additional Credit Facility; provided that such provision in any Additional Credit Facility is not materially less favorable to the Lenders than the corresponding provision in the Credit Agreement in any material respect (as determined by the Borrower in good faith, which determination shall be conclusive)) that, in each case, relate to property subject to any such Sale and Leaseback Transaction or general intangibles related thereto (but only for so long as such Liens are in place); provided that, notwithstanding the foregoing, a security interest of the Collateral Agent shall attach to any money, securities or other consideration received by any Grantor as consideration for the sale or other disposition of such property as and to the extent such consideration would otherwise constitute Security Collateral; (10d) assets Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the extent the granting or perfecting definition of a security interest in such assets would result in costs or other consequences to Holdings or any of its Subsidiaries as reasonably determined by the Company and the Administrative Agent that are excessive in view of the benefits that would be obtained by the Secured First Lien PartiesPledged Stock; (11e) any moneyMoney, cash, checks, other negotiable instruments, funds and other evidence of payment held in any Deposit Account of the Company Borrower or any of its Subsidiaries in the nature of a security deposit with respect to obligations for the benefit of the Company Borrower or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (12f) (x) the Pisces Acquisition Agreement and any asset held for sale rights therein or other disposition following an acquisition of arising thereunder (except any assets, business or Person, that (in the good faith determination proceeds of the CompanyPisces Acquisition Agreement) would not be material to and (y) the business Atlas Acquisition Agreement and any rights therein or operations arising thereunder (except any proceeds of the Company and its Subsidiaries; provided that such asset so held shall be sold or otherwise disposed of within 180 days of the consummation of such acquisition (as may be extended by the Collateral Agent in its reasonable discretionAtlas Acquisition Agreement); (13g) any Instrumentsinterest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, Contractsestoppels or collateral access letters); (h) any fee interest in owned real property (including Fixtures related thereto) if (A) the fair market value (as determined by the Borrower in good faith, Chattel Paperwhich determination shall be conclusive) of such fee interest at the time of the acquisition of such fee interest is less than $15,000,000 individually, General Intangibles, Goods, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or (B) such real property is located in an area identified as a special flood hazard area by the Federal Emergency Management Agency or other contracts or agreements with or issued by Persons applicable agency; (i) any Vehicles and any assets subject to certificate of title; (j) Letter-of-Credit Rights (other than Holdings), a Subsidiary of Holdings or the Company or an Affiliate of any of the foregoing Letter-of-Credit Rights (collectively, “Restrictive Agreements”i) that would otherwise be included in the Collateral (and such Restrictive Agreements shall not be deemed to constitute a part of the Collateral) for so long as, and to the extent that, the granting such Letter-of-Credit Rights are supporting obligations in respect of such Collateral and (ii) in which a security interest pursuant hereto would result in a breachis automatically perfected by filings under the Uniform Commercial Code of any applicable jurisdiction; provided that, default notwithstanding any other provision of this Agreement or termination of any other Loan Document, neither the Borrower nor any other Grantor will be required to confer perfection by control over any such Restrictive Agreements (Letter-of-Credit Rights) and Commercial Tort Claims, in each case, except individually with a value of less than $15,000,000; (k) assets to the extent thatthe granting or perfecting of a security interest in such assets would result in costs or other consequences to Topco or any of its Subsidiaries as reasonably determined in writing by the Borrower, pursuant the Administrative Agent and, to the UCC extent such assets would otherwise constitute Cash Flow Priority Collateral, the Collateral Agent, which determination shall be conclusive, that are excessive in view of the benefits that would be obtained by the Secured Parties; (l) those assets over which the granting of security interests in such assets would be prohibited by contract permitted under the Credit Agreement, applicable law or other applicable lawregulation or the organizational or joint venture documents of any non-wholly owned Subsidiary (including permitted liens, leases and licenses), including contracts over which the granting of security interests therein can would result in termination thereof (in each case, after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code of any applicable jurisdiction, other than proceeds and receivables thereof to the extent that their assignment is expressly deemed effective under the Uniform Commercial Code of any applicable jurisdiction notwithstanding such prohibitions for so long as such prohibitions are in effect), or to the extent that such security interests would result in adverse tax consequences to Topco or one of its Subsidiaries (or, at the election of the Borrower in connection with an initial public offering or other restructuring of the Borrower, any Parent Entity, the Borrower or any of its Subsidiaries) (as determined by the Borrower in good faith, which determination shall be made without resulting in a breach, default conclusive) (it being understood that the Lenders shall not require the Borrower or termination any of such Restrictive Agreementsits Subsidiaries to enter into any security agreements or pledge agreements governed by foreign law); (14m) any Equipment assets specifically requiring perfection through control (including cash, cash equivalents, deposit accounts or other property that would otherwise be included bank or securities accounts), (i) to the extent the security interest in such asset is not perfected by filings under the Uniform Commercial Code of any applicable jurisdiction, (ii) other than in the case of Pledged Stock or Pledged Notes, to the extent not perfected by being held by the Collateral Agent or an Additional Agent as agent for the Collateral Agent, (iii) other than DDAs, Concentration Accounts, the Core Concentration Account and such Equipment or other property shall not be deemed Blocked Accounts (in each case only to constitute a part the extent required pursuant to Subsection 4.16 of the Collateral) if such Equipment or other property (x) is subject to a Lien described in clause (19)(B) or clause (25) of the definition of “Permitted Liens” in the Term Loan Credit Senior ABL Agreement securing Indebtedness incurred pursuant to Section 8.1(b)(iv) of the Term Loan Credit Agreement and any refinancing thereof permitted by Section 8.01(b)(xiii) (or any corresponding provisions of any other Secured First Lien Agreement) or (y) is subject to any Lien described in clause (27)(A) of the definition of “Permitted Liens” (or any corresponding provision of any Additional ABL Credit Facility)), and (iv) other First Lien Secured than the Collateral Proceeds Account (to the extent required pursuant to this Agreement), and any Collateral Proceeds Account under and as defined in the ABL Collateral Agreement (to the extent required pursuant to the ABL Collateral Agreement); (15n) Foreign Intellectual Property; (o) any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other assets constituting a part thereof; (p) prior to the Discharge of ABL Obligations, any property that would otherwise constitute ABL Priority Collateral but is an Excluded Asset (as such term is defined in the ABL Collateral Agreement); (q) any Capital Stock and other securities of (i) a Subsidiary of the Borrower to the extent that the pledge of or grant of any other Lien on such Capital Stock and other securities for the benefit of any holders of securities results in the Borrower or any of its Restricted Subsidiaries being required to file separate financial statements for such Subsidiary with the Securities and Exchange Commission (or any other governmental authority) pursuant to either Rule 3-10 or 3-16 of Regulation S-X under the Securities Act, or any other law, rule or regulation as in effect from time to time, but only to the extent necessary to not be subject to such requirement and/or (ii) any Subsidiary of the Borrower that is (x) an Unrestricted Subsidiary or (y) an Excluded Subsidiary, other than a Foreign Subsidiary (which pledge of Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of a Foreign Subsidiary shall be limited to 65% of each series of its Capital Stock); (r) any assets or property of Holdings, other than the Pledged Stock of the CompanyBorrower; and (16s) any Goods in which a security interest is not perfected by filing a financing statement in the applicable Grantor’s jurisdiction of organization. For the avoidance of doubt, if any Grantor receives any payment or other amount under the Atlas Acquisition Agreement or the Pisces Acquisition Agreement, such payment or other amount shall constitute Collateral when and if actually received by such Grantor, to the extent set forth in Subsection 3.1.