Common use of GRANT OF LIEN Clause in Contracts

GRANT OF LIEN. (a) To secure the prompt and complete payment, performance and observance of all of the Secured Obligations, the Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Trustee as the Collateral Agent for the benefit of all of the present and future Holders of Secured Obligations, a Lien upon all of its right, title and interest in, to and under all personal property and other assets, whether now owned by or owing to, or hereafter acquired by or arising in favor of the Grantor (including under any trade names, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the Grantor, and regardless of where located (all of which being hereinafter collectively referred to as the "COLLATERAL"), including: (i) all Accounts; (ii) all Chattel Paper; (iii) all Documents; (iv) all General Intangibles (including payment intangibles and software, but excluding any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable law, including Sections 9-406 and 9-408 of the Code); (v) all Goods (including Inventory, P&E and Fixtures); (vi) all Instruments; (vii) all Investment Property; (viii) all Deposit Accounts; (ix) all money, cash or cash equivalents of the Grantor; (x) all Supporting Obligations and all Letter-of-Credit Rights of the Grantor; (xi) all commercial tort claims; and (xii) to the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing; PROVIDED, that the Collateral shall not include any property which is an Excluded Asset for as long as such property is an Excluded Asset, but if any such property at any time ceases to be an Excluded Asset, it shall immediately and automatically become part of the Collateral without need for any additional grant of a security interest therein. (b) In addition, to secure the prompt and complete payment, performance and observance of the Secured Obligations and in order to induce the Trustee and the Initial Purchasers as aforesaid, the Grantor hereby grants to the Trustee as the Collateral Agent for the benefit of the present and future Holders of Secured Obligations, a right of setoff against the property of the Grantor held by the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, for any purpose, including safekeeping, collection or pledge, for the account of the Grantor, or as to which the Grantor may have any right or power.

GRANT OF LIEN. (a) To secure the prompt and complete payment, performance and observance of As security for all of the Secured Obligations, the Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers grants to the Trustee as the Collateral Agent Agent, for the benefit of the Agent and the Lenders, a continuing security interest in, lien on, assignment of and right of set-off against, all of the present and future Holders of Secured Obligations, a Lien upon all of its right, title and interest in, to and under all personal following property and other assetsassets of the Grantor, whether now owned by or owing to, existing or hereafter acquired by or arising in favor of the Grantor (including under any trade namesarising, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the Grantor, and regardless of where located (all of which being hereinafter collectively referred to as the "COLLATERAL"), includinglocated: (i) all Accounts; (ii) all Chattel Papercontract rights; (iii) all DocumentsChattel Paper; (iv) all General Intangibles (including payment intangibles and software, but excluding any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable law, including Sections 9-406 and 9-408 of the Code)Documents; (v) all Goods (including Inventory, P&E and Fixtures)Instruments; (vi) all InstrumentsSupporting Obligations and Letter-of-Credit Rights; (vii) all General Intangibles (other than Intellectual Property (as such term is defined below)); (viii) all Goods; (ix) all Investment Property; (viii) all Deposit Accounts; (ixx) all money, cash, cash or cash equivalents equivalents, securities and other property of any kind of the Grantor; (x) all Supporting Obligations and all Letter-of-Credit Rights of Grantor held directly or indirectly by the GrantorAgent or any Lender; (xi) all commercial tort claimsof the Grantor’s Deposit Accounts, credits, and balances with and other claims against the Agent or any Lender or any of their Affiliates or any other financial institution with which the Grantor maintains deposits, including any Payment Accounts; (xii) all books, records and other property related to or referring to any of the foregoing, including books, records, account ledgers, data processing records, computer software and other property and General Intangibles at any time evidencing or relating to any of the foregoing; and (xiixiii) to the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions for and replacements forreplacements, products and rents and profits of, each proceeds of any of the foregoing; PROVIDED, that the Collateral shall not include any property which is an Excluded Asset for as long as such property is an Excluded Assetincluding, but if not limited to, proceeds of any such property at insurance policies, claims against third parties, and condemnation or requisition payments with respect to all or any time ceases to be an Excluded Asset, it shall immediately and automatically become part of the Collateral without need for any additional grant of a security interest therein. (b) In addition, to secure the prompt and complete payment, performance and observance foregoing. All of the Secured Obligations and foregoing, together with the Real Estate covered by the Mortgage(s), all equity interests in order to induce the Trustee and the Initial Purchasers as aforesaid, the Grantor hereby grants Subsidiaries pledged to the Trustee as the Collateral Agent for the benefit of the present and future Holders of Secured Obligations, a right of setoff against the all other property of the Grantor held by in which the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Lender may at any time be granted a Lien as collateral for the Obligations, consisting of property described above in Section 2(a) now or hereafter in is herein collectively referred to as the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, for any purpose, including safekeeping, collection or pledge, for the account of the Grantor, or as to which the Grantor may have any right or power“Collateral.”

GRANT OF LIEN. (a) To secure the prompt and complete payment, performance and observance of all of the Secured ObligationsGuaranty Indebtedness (as defined in the Guaranty), the Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Trustee as the Collateral Agent Agent, for its benefit and the benefit of all of the present and future Holders of Secured ObligationsLenders, a Lien upon all of its right, title and interest in, to and under all personal property and other assetsthe following property, whether now owned by or owing to, or hereafter acquired by or arising in favor of the Grantor (including under any trade names, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the to, Grantor, and regardless of where located (all of which being hereinafter collectively referred to as the "COLLATERALCollateral"), including:): (i) all Accounts; (ii) all Chattel Paper; (iii) all DocumentsContracts; (iv) all General Intangibles (including payment intangibles and software, but excluding any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable law, including Sections 9-406 and 9-408 of the Code)Documents; (v) all Goods (including Inventory, P&E and Fixtures)Equipment; (vi) all Fixtures; (vii) all General Intangibles; (viii) all Instruments; (viiix) all goods; (x) all Inventory; (xi) all Investment Property; (viiixii) All Bank Accounts, and all Deposit Accountsother deposit and other bank accounts and all deposits therein; (ixxiii) all money, cash or cash equivalents of the Grantor; (x) all Supporting Obligations and all Letter-of-Credit Rights of the Grantor; (xi) all commercial tort claims; and (xiixiv) to the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights proceeds relating to payments not otherwise included in any of the foregoing (including business interruption insurance) and all cash and non-cash proceeds and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing; PROVIDED, that the Collateral shall not include any property which is an Excluded Asset for as long as such property is an Excluded Asset, but if any such property at any time ceases to be an Excluded Asset, it shall immediately and automatically become part of the Collateral without need for any additional grant of a security interest therein. (b) In addition, to secure the prompt and complete payment, performance and observance of the Secured Obligations Guaranty Indebtedness and in order to induce the Trustee and the Initial Purchasers Lenders as aforesaid, the Grantor hereby grants to the Trustee as the Collateral Agent for the benefit of the present and future Holders of Secured ObligationsAgent, a right of setoff against the property of the Grantor held by the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, for any purpose, including safekeeping, collection or pledge, for the account of the Grantor, or as to which the such Grantor may have any right or power.

GRANT OF LIEN. (a) To secure As security for the due and prompt payment and complete paymentperformance when due (whether at the stated maturity, performance and observance by acceleration or otherwise) by the undersigned of all of the Secured its present and future Obligations, the Grantor undersigned hereby grantsgrants to the Agent, its successors and assigns, conveys, mortgages, pledges, hypothecates and transfers to the Trustee as the Collateral Agent for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in and continuing lien on all of the present and future Holders of Secured Obligations, a Lien upon all of its undersigned’s right, title and interest in, in or to any and under all personal property of the following properties and other assetsassets of the undersigned and all powers and rights of the undersigned in all of the following (including the power to transfer rights in the following), whether now owned by or owing to, existing or at any time hereafter acquired by or arising in favor of the Grantor (including under any trade namesarising, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the Grantor, and regardless of where located (all of which being hereinafter collectively referred to as collectively, the "COLLATERAL"), including:“Collateral”): (i) all Accounts; (ii) all Chattel PaperInventory, including all Rental Equipment; (iii) all Documentsleases of Inventory, Equipment and other Goods (whether or not in the form of a lease agreement), including all Leases; (iv) all General Intangibles (including payment intangibles and software, but excluding documentation evidencing rights in any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable lawInventory or Equipment, including Sections 9-406 all certificates, certificates of title, manufacturer’s statements of origin, and 9-408 of the Code)other collateral instruments; (v) all Goods (contract rights, including Inventory, P&E and Fixtures)contract rights in respect of any Like-Kind Exchange; (vi) all InstrumentsChattel Paper; (vii) all Investment PropertyDocuments; (viii) all Deposit AccountsInstruments; (ix) all money, cash or cash equivalents of the GrantorSupporting Obligations and Letter-of-Credit Rights; (x) all Supporting Obligations General Intangibles (including Payment Intangibles and all Letter-of-Credit Rights of the GrantorSoftware); (xi) all commercial tort claimsGoods; (xii) all Equipment; (xiii) all Investment Property, including the Security Collateral of the undersigned; (xiv) all money, cash, cash equivalents, securities and other property of any kind of the undersigned held directly or indirectly by the Agent, any Lender, the Collateral Agent (as defined in the Notes Security Agreement), the Agent (as defined in the TLB Security Agreement), any Lender (as defined in the TLB Credit Agreement), any Second Lien Agent (as defined in the Notes Security Agreement) or any of their Affiliates; (xv) all of the undersigned’s Material Accounts, credits, and balances with and other claims against the Agent, any Lender, the Collateral Agent (as defined in the Notes Security Agreement), the Agent (as defined in the TLB Security Agreement), any Lender (as defined in the TLB Credit Agreement), any Second Lien Agent (as defined in the Notes Security Agreement) or any of their Affiliates or any other financial institution with which the undersigned maintains deposits, including all Payment Accounts; (xvi) all books, records and other property related to or referring to any of the foregoing, including books, records, account ledgers, data processing records, computer software and other property; and (xiixvii) to the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions for and replacements forreplacements, products and proceeds of any of the foregoing, including, but not limited to, proceeds of any insurance policies, claims against third parties, and rents and profits of, each condemnation or requisition payments with respect to all or any of the foregoing; PROVIDEDprovided, that however, the Collateral “Collateral” shall not include any property which is an Excluded Asset for as long as such property asset that is an Excluded Asset. Subject to any limitations set forth in the Security Agreement, but if any such property at any time ceases to be an Excluded Asset, it shall immediately and automatically become part of the Collateral without need for any additional grant of a security interest therein. (b) In addition, to secure the prompt and complete payment, performance and observance all of the Secured Obligations and in order to induce of the Trustee and the Initial Purchasers as aforesaid, the Grantor hereby grants to the Trustee as undersigned shall be secured by all of the Collateral Agent for the benefit of the present undersigned and future Holders of Secured Obligations, a right of setoff against the any other property of the Grantor held by undersigned that secures any of the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, for any purpose, including safekeeping, collection or pledge, for the account of the Grantor, or as to which the Grantor may have any right or power.

GRANT OF LIEN. (a) To secure the prompt and complete payment, performance and observance of all of the Secured ObligationsSubordinated Note Obligations (specifically including, without limitation, each Grantor’s Note Obligations arising under the cross-guaranty provisions of Section 10 of the Note Purchase Agreement), the Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Trustee as the Collateral Agent Second Lien Agent, for the benefit of all of the present and future Holders of Secured ObligationsSubordinated Note Purchasers, a second priority Lien upon all of its right, title and interest in, to and under all personal property and other assets, whether now owned by or owing to, or hereafter acquired by or arising in favor of the Grantor (including under any trade names, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to to, the Grantor, and regardless of where located (all of which being hereinafter collectively referred to as the "COLLATERAL"“Collateral”), including: (i) all Accounts; (ii) all Chattel Paper; (iii) all Documents; (iv) all General Intangibles (including payment intangibles and software, but excluding any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable law, including Sections 9-406 and 9-408 of the CodeSoftware); (v) all Goods (including Inventory, P&E Equipment and Fixtures); (vi) all Instruments; (vii) all Investment PropertyInvestments; (viii) all Deposit AccountsAccounts of the Grantor; (ix) all money, cash or cash equivalents of the Grantor; (x) all Supporting Obligations supporting obligations and all Letterletter-of-Credit Rights credit rights of the Grantor; (xi) all commercial tort claims, including, without limitation, those set forth on Schedule I; (xii) all Securities and Investment Property, including without limitation the shares of stock or other equity interests listed on Schedule VI; (xiii) all Intellectual Property; and (xiixiv) to the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing; PROVIDED, that the Collateral shall not include any property which is an Excluded Asset for as long as such property is an Excluded Asset, but if any such property at any time ceases to be an Excluded Asset, it shall immediately and automatically become part of the Collateral without need for any additional grant of a security interest therein. (b) In addition, to secure the prompt and complete payment, performance and observance of the Secured Subordinated Note Obligations and in order to induce the Trustee Second Lien Agent and the Initial Subordinated Note Purchasers as aforesaid, the Grantor hereby grants to the Trustee as the Collateral Agent Second Lien Agent, for the benefit of the present and future Holders of Secured ObligationsSubordinated Note Purchasers, a right of setoff against the property of the Grantor held by the Credit Agreement Agent, the Trustee, the Collateral Second Lien Agent or any present or future Holder of Secured ObligationsSubordinated Note Purchaser, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Second Lien Agent or any present or future Holder of Secured ObligationsSubordinated Note Purchaser, for any purpose, including safekeeping, collection or pledge, for the account of the Grantor, or as to which the Grantor may have any right or power. (c) Grantor hereby acknowledges and agrees that upon the payment in full of the Senior Notes, the First Lien Collateral Agent shall deliver (or cause to be delivered) to the Second Lien Agent such Collateral that has been pledged to the Senior Note Purchasers under the Note Purchase Agreement and is in the possession of the First Lien Collateral Agent at the time of such payment in full of the Senior Notes, provided, that, in the event any such Collateral comes into the possession of Grantor upon, or at any time following, the payment in full of the Senior Notes, it shall promptly deliver the same to the Second Lien Agent pursuant hereto. (d) Grantor and the Second Lien Agent acknowledge their mutual intent that all security interests contemplated herein are given as a contemporaneous exchange for new value to Grantor, regardless of when advances to Grantor are actually made or when the Collateral is created or acquired.

GRANT OF LIEN. (a) To secure the prompt and complete payment, performance and observance of all of the Secured Obligations, the each Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Trustee as the Collateral Agent for the benefit of all of the present and future Holders of Secured ObligationsInvestors, a continuing Security Interest and Lien upon all of its right, title and interest in, to and under all personal property and other assets, whether now owned by or owing to, or hereafter acquired by or arising in favor of the such Grantor (including under any trade names, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the to, such Grantor, and regardless of where located (all of which being hereinafter collectively referred to as the "COLLATERAL"“Collateral”), including: (i) all Accounts; (ii) all Chattel Paper; (iii) all Contracts; (iv) all Documents; (ivv) all General Intangibles (including payment intangibles and software, but excluding any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable law, including Sections 9-406 and 9-408 of the CodeSoftware); (vvi) all Goods (including Inventory, P&E Equipment and Fixtures); (vivii) all Instruments; (viiviii) all Investment Property; (viiiix) all Deposit Accounts, of any Grantor, including all deposit and other bank accounts and all deposits therein; (ixx) all money, cash or cash equivalents of the Grantor; (x) all Supporting Obligations and all Letter-of-Credit Rights of the any Grantor; (xi) all commercial tort claims; andSupporting Obligations and Letter of Credit Rights of any Grantor; (xii) to the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing; PROVIDED, that the Collateral shall not include any property which is an Excluded Asset for as long as such property is an Excluded Asset, but if any such property at any time ceases to be an Excluded Asset, it shall immediately and automatically become part of the Collateral without need for any additional grant of a security interest therein. (b) In additionThe aforementioned Security Interests are granted as security only and shall not subject Investors, or any of Investors’ successors or assigns to, or transfer or in any way affect or modify, any obligation of any Grantor with respect to any of the Collateral or any transaction connected therewith. (c) To secure the prompt and complete payment, performance and observance of the Secured Obligations and in order to induce the Trustee Investors and the Initial Purchasers Investors as aforesaid, the each Grantor hereby grants to the Trustee as the Collateral Agent Investors, for itself and the benefit of the present and future Holders of Secured ObligationsInvestors, a right of setoff against the property of the such Grantor held by the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured ObligationsInvestors, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured ObligationsInvestors, for any purpose, including safekeeping, collection or pledge, for the account of the such Grantor, or as to which the such Grantor may have any right or power.

GRANT OF LIEN. (a) To secure the prompt and complete payment, performance and observance of all of the Secured ObligationsSenior Note Obligations (specifically including, without limitation, each Grantor’s Note Obligations arising under the cross-guaranty provisions of Section 10 of the Note Purchase Agreement), the Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Trustee as the Collateral Agent First Lien Agent, for the benefit of all of the present and future Holders of Secured ObligationsSenior Note Purchasers, a first priority Lien upon all of its right, title and interest in, to and under all personal property and other assets, whether now owned by or owing to, or hereafter acquired by or arising in favor of the Grantor (including under any trade names, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to to, the Grantor, and regardless of where located (all of which being hereinafter collectively referred to as the "COLLATERAL"“Collateral”), including: (i) all Accounts; (ii) all Chattel Paper; (iii) all Documents; (iv) all General Intangibles (including payment intangibles and software, but excluding any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable law, including Sections 9-406 and 9-408 of the CodeSoftware); (v) all Goods (including Inventory, P&E Equipment and Fixtures); (vi) all Instruments; (vii) all Investment PropertyInvestments; (viii) all Deposit AccountsAccounts of the Grantor; (ix) all money, cash or cash equivalents of the Grantor; (x) all Supporting Obligations supporting obligations and all Letterletter-of-Credit Rights credit rights of the Grantor; (xi) all commercial tort claims, including, without limitation, those set forth on Schedule I; (xii) all Securities and Investment Property, including without limitation the shares of stock or other equity interests listed on Schedule VI; (xiii) all Intellectual Property; and (xiixiv) to the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing; PROVIDED, that the Collateral shall not include any property which is an Excluded Asset for as long as such property is an Excluded Asset, but if any such property at any time ceases to be an Excluded Asset, it shall immediately and automatically become part of the Collateral without need for any additional grant of a security interest therein. (b) In addition, to secure the prompt and complete payment, performance and observance of the Secured Senior Note Obligations and in order to induce the Trustee First Lien Agent and the Initial Senior Note Purchasers as aforesaid, the Grantor hereby grants to the Trustee as the Collateral Agent First Lien Agent, for the benefit of the present and future Holders of Secured ObligationsSenior Note Purchasers, a right of setoff against the property of the Grantor held by the Credit Agreement Agent, the Trustee, the Collateral First Lien Agent or any present or future Holder of Secured ObligationsSenior Note Purchaser, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral First Lien Agent or any present or future Holder of Secured ObligationsSenior Note Purchaser, for any purpose, including safekeeping, collection or pledge, for the account of the Grantor, or as to which the Grantor may have any right or power. (c) Grantor hereby acknowledges and agrees that upon the payment in full of the Senior Notes, the First Lien Agent shall deliver (or cause to be delivered) to the Second Lien Collateral Agent such Collateral that has been pledged to the Senior Note Purchasers under the Note Purchase Agreement and is in the possession of the First Lien Agent at the time of such payment in full of the Senior Notes, provided, that, in the event any such Collateral comes into the possession of Grantor upon, or at any time following, the payment in full of the Senior Notes, it shall promptly deliver the same to the Second Lien Collateral Agent pursuant hereto. (d) Grantor and the First Lien Agent acknowledge their mutual intent that all security interests contemplated herein are given as a contemporaneous exchange for new value to Grantor, regardless of when advances to Grantor are actually made or when the Collateral is created or acquired.

GRANT OF LIEN. (a) To secure the prompt and complete payment, performance and observance of all of the Secured ObligationsObligations (specifically including, without limitation, each Grantor's Obligations arising under the cross-guaranty provisions of Section 12 of the Credit Agreement), each Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Trustee as the Collateral Agent Agent, for itself and the benefit of all of the present and future Holders of Secured ObligationsLenders, a Lien upon all of its right, title and interest in, to and under all personal property and other assetsthe following property, whether now owned by or owing to, or hereafter acquired by or arising in favor of the such Grantor (including under any trade names, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the to, such Grantor, and regardless of where located (all of which being hereinafter collectively referred to as the "COLLATERALCollateral"), including:): (i) all Accounts; (ii) all Chattel Paper; (iii) all DocumentsContracts; (iv) all General Intangibles (including payment intangibles and software, but excluding any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable law, including Sections 9-406 and 9-408 of the Code)Documents; (v) all Goods (including Inventory, P&E and Fixtures)Equipment; (vi) all Fixtures; (vii) all Farm Products; (viii) all General Intangibles; (ix) all Goods; (x) all Instruments; (viixi) all Inventory (including all Energy Product Inventory); (xii) all Investment Property; (viiixiii) all Deposit Blocked Accounts, Concentration Accounts, depository accounts, Disbursement Accounts, and all other deposit and other bank accounts and all deposits therein; (ixxiv) all money, cash or cash equivalents of the any Grantor; (xxv) all Supporting Obligations and all Letter-of-Credit Rights of the any Grantor; (xixvi) all commercial tort claimsany Commercial Tort Claims; and (xiixvii) to the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing Proceeds and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing; PROVIDED, that the Collateral shall not include any property which is an Excluded Asset for as long as such property is an Excluded Asset, but if any such property at any time ceases to be an Excluded Asset, it shall immediately and automatically become part of the Collateral without need for any additional grant of a security interest thereinforegoing (including insurance proceeds). (b) In addition, to secure the prompt and complete payment, performance and observance of the Secured Obligations and in order to induce the Trustee Agent and the Initial Purchasers Lenders as aforesaid, the each Grantor hereby grants to the Trustee as the Collateral Agent Agent, for itself and the benefit of the present and future Holders of Secured ObligationsLenders, a right of setoff against the property of the such Grantor held by the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured ObligationsLender, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured ObligationsLender, for any purpose, including safekeeping, collection or pledge, for the account of the such Grantor, or as to which the such Grantor may have any right or power.

GRANT OF LIEN. (a) To secure Grantor, as security for all Obligations of Grantor under the prompt Transaction Documents, hereby grants to each Secured Party, for the ratable benefit of the Secured Parties, a continuing security interest in, lien on, assignment of and complete paymentright of set-off against, performance and observance of all of the Secured Obligations, the Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Trustee as the Collateral Agent for the benefit of all of the present and future Holders of Secured Obligations, a Lien upon all of its right, title and interest in, to and under all personal following property and other assetsassets of Grantor, whether now owned by or owing to, existing or hereafter acquired by or arising in favor of the Grantor (including under any trade namesarising, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the Grantor, and regardless of where located (all of which being hereinafter collectively referred to as the "COLLATERAL"), includinglocated: (i) all Accounts; (ii) all Chattel PaperInventory; (iii) all Documentscontract rights, in each case to the extent (and only to such extent) used or useful in, arising from or otherwise related to the Colorful Images Business, including Assigned Contracts; (iv) all General Intangibles (including payment intangibles and software, but excluding any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable law, including Sections 9-406 and 9-408 of the Code);Chattel Paper (v) all Goods (including Inventory, P&E and Fixtures)Documents; (vi) all Instruments; (vii) all Investment PropertySupporting Obligations; (viii) all Deposit AccountsGeneral Intangibles; (ix) all money, cash or cash equivalents of the GrantorEquipment; (x) all Supporting Obligations and all Letter-of-Credit Rights of the GrantorInvestment Property; (xi) all commercial tort claimsmoney, cash, cash equivalents, securities and other property of any kind of such Grantor held directly or indirectly by any of the Secured Parties, in each case to the extent (and only to such extent) used or useful in, arising from or otherwise related to the Colorful Images Business; (xii) all of Grantor's deposit accounts, credits, and balances with and other claims against any of the Secured Parties or any of their Affiliates or any financial institution with which Grantor maintains deposits, in each case to the extent (and only to such extent) used or useful in, arising from or otherwise related to the Colorful Images Business; (xiii) all books, records and other property related to or referring to any of the foregoing, including books, records, account ledgers, data processing records, computer software and other property and General Intangibles at any time evidencing or relating to any of the foregoing, in each case to the extent (and only to such extent) used or useful in, arising from or otherwise related to the Colorful Images Business; and (xiixv) to the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions for and replacements forreplacements, products and rents and profits of, each proceeds of any of the foregoing; PROVIDED, that the Collateral shall not include any property which is an Excluded Asset for as long as such property is an Excluded Assetincluding, but if not limited to, proceeds of any such insurance policies, claims against third parties, and condemnation or requisition payments with respect to all or any of the foregoing. All of the foregoing, together with all other property of Grantor in which any of the Secured Parties may at any time ceases be granted a Lien as collateral for the Obligations, is herein collectively referred to be an Excluded Asset, it shall immediately and automatically become part of as the Collateral without need for any additional grant of a security interest therein"Collateral." (b) In addition, to secure the prompt and complete payment, performance and observance All of the Secured Obligations and in order to induce of Grantor under the Trustee and the Initial Purchasers as aforesaid, the Grantor hereby grants to the Trustee as Transaction Documents shall be secured by all of the Collateral Agent for the benefit of the present and future Holders of Secured Obligations, a right of setoff against the property of the Grantor held by the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, for any purpose, including safekeeping, collection or pledge, for the account of the Grantor, or as to which the Grantor may have any right or power.

GRANT OF LIEN. (a) To secure As security for the due and prompt payment and complete paymentperformance when due (whether at the stated maturity, performance and observance by acceleration or otherwise) by the undersigned of all of the Secured its present and future Canadian Obligations, the Grantor undersigned hereby grantsgrants to the Agent, its successors and assigns, conveys, mortgages, pledges, hypothecates and transfers to the Trustee as the Collateral Agent for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in and continuing lien on all of the present and future Holders of Secured Obligations, a Lien upon all of its undersigned’s right, title and interest in, in or to any and under all personal property of the following properties and other assetsassets of the undersigned and all powers and rights of the undersigned in all of the following (including the power to transfer rights in the following), whether now owned by or owing to, existing or at any time hereafter acquired by or arising in favor of the Grantor (including under any trade namesarising, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the Grantor, and regardless of where located (all of which being hereinafter collectively referred to as collectively, the "COLLATERAL"), including:“Collateral”): (i) all Accounts; (ii) all Chattel PaperInventory, including all Rental Equipment; (iii) all Documentsleases of Inventory, Equipment and other Goods (whether or not in the form of a lease agreement), including all Leases; (iv) all General Intangibles (including payment intangibles and software, but excluding documentation evidencing rights in any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable lawInventory or Equipment, including Sections 9-406 all certificates and 9-408 of the Code)other collateral instruments; (v) all Goods (contract rights, including Inventory, P&E and Fixtures)contract rights in respect of any Like-Kind Exchange; (vi) all InstrumentsChattel Paper; (vii) all Investment PropertyDocuments; (viii) all Deposit AccountsInstruments; (ix) all money, cash or cash equivalents of the GrantorSupporting Obligations and Letter-of-Credit Rights; (x) all Supporting Obligations General Intangibles (including Payment Intangibles and all Letter-of-Credit Rights of the GrantorSoftware); (xi) all commercial tort claimsGoods (excluding “Consumer Goods” as such term is defined in the PPSA); (xii) all Equipment; (xiii) all Investment Property, including the Security Collateral of the undersigned; (xiv) all money, cash, cash equivalents, securities and other property of any kind of the undersigned held directly or indirectly by the Agent or any Lender or any of their Affiliates; (xv) all of the undersigned’s Material Accounts, credits, and balances with and other claims against the Agent or any Lender or any of their Affiliates or any other financial institution with which the undersigned maintains deposits, including all Payment Accounts; (xvi) all books, records and other property related to or referring to any of the foregoing, including books, records, account ledgers, data processing records, computer software and other property; and (xiixvii) to the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions for and replacements forreplacements, products and proceeds of any of the foregoing, including, but not limited to, proceeds of any insurance policies, claims against third parties, and rents and profits of, each condemnation or requisition payments with respect to all or any of the foregoing; PROVIDEDprovided, that however, the Collateral “Collateral” shall not include any property which is an Excluded Asset for as long as such property asset that is an Excluded Asset. Subject to any limitations set forth in the Security Agreement, but if any such property at any time ceases to be an Excluded Asset, it shall immediately and automatically become part of the Collateral without need for any additional grant of a security interest therein. (b) In addition, to secure the prompt and complete payment, performance and observance all of the Secured Obligations and in order to induce of the Trustee and the Initial Purchasers as aforesaid, the Grantor hereby grants to the Trustee as undersigned shall be secured by all of the Collateral Agent for the benefit of the present undersigned and future Holders of Secured Obligations, a right of setoff against the any other property of the Grantor held by undersigned that secures any of the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, for any purpose, including safekeeping, collection or pledge, for the account of the Grantor, or as to which the Grantor may have any right or power.

GRANT OF LIEN. (a) To secure the prompt and complete payment, performance and observance of all of the Secured Obligations, the each Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Trustee as the Collateral Agent Agent, for itself and the benefit of all of the present and future Holders of Secured ObligationsLenders, a Lien upon all of its right, title and interest in, to and under all personal property and other assets, whether now owned by or owing to, or hereafter acquired by or arising in favor of the such Grantor (including under any trade names, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the to, such Grantor, and regardless of where located (all of which being hereinafter collectively referred to as the "COLLATERALCollateral"), including: (i) all Accounts; (ii) all Chattel Paper; (iii) all Documents; (iv) all General Intangibles (including payment intangibles and software, but excluding any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable law, including Sections 9-406 and 9-408 of the CodeSoftware); (v) all Goods (including Inventory, P&E Equipment and Fixtures); (vi) all Instruments; (vii) all Investment Property; (viii) all Deposit Accountsbank accounts and all deposits therein; (ix) all money, cash or cash equivalents of the any Grantor; (x) all Supporting Obligations and all Letter-of-Credit Rights of the any Grantor; (xi) all the commercial tort claimsclaims listed on SCHEDULE I; and (xii) to the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing. Notwithstanding the foregoing, the following property of Radiologix, Inc. is excluded from the Collateral; PROVIDEDthe deposit account (and all funds and investments therein) maintained at U.S. Bank, National Association and identified as account number 22100381, to the extent that such deposit account is funded on the Collateral shall not include any property which is an Excluded Asset Xxxxxxx Date with proceeds of Loans for as long as the purpose of effecting a covenant defeasance of Radiologix, Inc.'s 10.5% Senior Notes due December 15, 2008 and a subsequent redemption of such property is an Excluded AssetSenior Notes on or prior to December 15, but if any such property at any time ceases to be an Excluded Asset, it shall immediately and automatically become part of the Collateral without need for any additional grant of a security interest therein2006. (b) In addition, to secure the prompt and complete payment, performance and observance of the Secured Obligations and in order to induce the Trustee Agent and the Initial Purchasers Lenders as aforesaid, the each Grantor hereby grants to the Trustee as the Collateral Agent Agent, for itself and the benefit of the present and future Holders of Secured ObligationsLenders, a right of setoff against the property of the such Grantor held by the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured ObligationsLender, consisting of property described above in Section 2(aSECTION 2(A) now or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured ObligationsLender, for any purpose, including safekeeping, collection or pledge, for the account of the such Grantor, or as to which the such Grantor may have any right or power.

GRANT OF LIEN. (a) To secure the prompt and complete payment, performance and observance of all of the Secured Obligations, the each Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Trustee as the Collateral Agent Agent, for itself and the benefit of all of the present and future Holders of Secured ObligationsInvestors, a continuing Security Interest and Lien upon all of its right, title and interest in, to and under all personal property and other assets, whether now owned by or owing to, or hereafter acquired by or arising in favor of the such Grantor (including under any trade names, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the to, such Grantor, and regardless of where located (all of which being hereinafter collectively referred to as the "COLLATERAL"“Collateral”), including: (i) all Accounts; (ii) all Chattel Paper; (iii) all Contracts; (iv) all Documents; (ivv) all General Intangibles (including payment intangibles and software, but excluding any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable law, including Sections 9-406 and 9-408 of the CodeSoftware); (vvi) all Goods (including Inventory, P&E Equipment and Fixtures); (vivii) all Instruments; (viiviii) all Investment Property; (viiiix) all Deposit Accounts, of any Grantor, including all deposit and other bank accounts and all deposits therein; (ixx) all money, cash or cash equivalents of the Grantor; (x) all Supporting Obligations and all Letter-of-Credit Rights of the any Grantor; (xi) all commercial tort claims; andSupporting Obligations and Letter of Credit Rights of any Grantor; (xii) to the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing; PROVIDED, that the Collateral shall not include any property which is an Excluded Asset for as long as such property is an Excluded Asset, but if any such property at any time ceases to be an Excluded Asset, it shall immediately and automatically become part of the Collateral without need for any additional grant of a security interest therein. (b) In additionThe aforementioned Security Interests are granted as security only and shall not subject Collateral Agent or Investors, or any of Collateral Agent’s or Investors’ successors or assigns to, or transfer or in any way affect or modify, any obligation of any Grantor with respect to any of the Collateral or any transaction connected therewith. (c) To secure the prompt and complete payment, performance and observance of the Secured Obligations and in order to induce the Trustee Collateral Agent and the Initial Purchasers Investors as aforesaid, the each Grantor hereby grants to the Trustee as the Collateral Agent Agent, for itself and the benefit of the present and future Holders of Secured ObligationsInvestors, a right of setoff against the property of the such Grantor held by the Credit Agreement Collateral Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Collateral Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, for any purpose, including safekeeping, collection or pledge, for the account of the such Grantor, or as to which the such Grantor may have any right or power.

GRANT OF LIEN. (a) To secure the prompt and complete payment, performance and observance when due (whether at stated maturity, by acceleration or otherwise) of all of the Secured Obligations, the Grantor Debtors hereby grantsgrant, assignsassign, conveysconvey, mortgagesmortgage, pledgespledge, hypothecates hypothecate and transfers transfer to the Trustee as the Collateral Agent Agent, for itself and the benefit of the Secured Parties, security interests in all of the present and future Holders of Secured Obligations, a Lien upon all of its their right, title and interest in, to and under all personal property and other assetsassets described below, whether now owned by or owing to, or hereafter acquired by or arising in favor of the Grantor (including under any trade names, styles or derivations thereof)Debtors, and whether owned or consigned by or to, or leased from or to to, the GrantorDebtors, and regardless of where located (all of which being hereinafter collectively referred to as the "COLLATERAL"), including: “Collateral”): (i) all Accounts; ; (ii) all Chattel Paper; General Intangibles; (iii) all Documents; goods, including, without limitation, Inventory and Equipment; (iv) all General Intangibles (including payment intangibles real property and software, but excluding any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable law, including Sections 9-406 and 9-408 of the Code); fixtures; (v) all Goods (including Inventory, P&E and Fixtures); Chattel Paper; (vi) all Instruments; Instruments (including all promissory notes); (vii) all Investment Property; documents; (viii) all Deposit Accounts; , including all deposits therein; (ix) all money, cash or cash equivalents of the Grantor; Debtor; (x) all Supporting Obligations books and all Letter-of-Credit Rights of records pertaining to the Grantor; Collateral; (xi) all commercial tort claimsinvestment property (including securities, whether certificated or uncertificated, securities accounts, security entitlements, commodity contracts or commodity accounts); and (xii) to the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing; PROVIDED, that the Collateral shall not include any property which is an Excluded Asset for as long as such property is an Excluded Asset, but if any such property at any time ceases to be an Excluded Asset, it shall immediately and automatically become part of the Collateral without need for any additional grant of a security interest therein. (b) In addition, to secure the prompt and complete payment, performance and observance of the Secured Obligations and in order to induce the Trustee and the Initial Purchasers Secured Parties as aforesaid, the Grantor Debtors hereby grants grant to the Trustee as the Collateral Agent Agent, for the benefit of the present and future Holders of Secured ObligationsParties, a right of setoff against the property of the Grantor Debtor held by the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured ObligationsParties, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured ObligationsParties, for any purpose, including safekeeping, collection or pledge, for the account of the GrantorDebtors, or as to which the Grantor Debtors may have any right or power.

GRANT OF LIEN. (a) To secure the prompt and complete payment, performance and observance when due (whether at stated maturity, by acceleration or otherwise) of all of the Secured Obligations, the Grantor Debtor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Trustee as the Collateral Agent Agent, for itself and the benefit of all of the present and future Holders of Secured ObligationsParties, a Lien upon security interests in all of its right, title and interest in, to and under all personal property and other assetsassets described below, whether now owned by or owing to, or hereafter acquired by or arising in favor of the Grantor (including under any trade names, styles or derivations thereof)Debtor, and whether owned or consigned by or to, or leased from or to to, the GrantorDebtor, and regardless of where located (all of which being hereinafter collectively referred to as the "COLLATERAL"), including: “Collateral”): (i) all Accounts; ; (ii) all Chattel Paper; General Intangibles; (iii) all Documents; (iv) all General Intangibles (including payment intangibles goods, including, without limitation, Inventory and software, but excluding any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable law, including Sections 9-406 and 9-408 of the Code); Equipment; (v) all Goods (including Inventory, P&E and Fixtures); Chattel Paper; (vi) all Instruments; Instruments (including all promissory notes); (vii) all Investment Property; documents; (viii) all Deposit Accounts; , including all deposits therein; (ix) all money, cash or cash equivalents of the Grantor; Debtor; (x) all Supporting Obligations books and all Letter-of-Credit Rights of records pertaining to the Grantor; Collateral; (xi) all commercial tort claimsinvestment property (including securities, whether certificated or uncertificated, securities accounts, security entitlements, commodity contracts or commodity accounts); and (xii) all Trademarks, Patents or Copyrights or other Intellectual Property; (xiii) to the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing; PROVIDED, that the Collateral shall not include any property which is an Excluded Asset for as long as such property is an Excluded Asset, but if any such property at any time ceases to be an Excluded Asset, it shall immediately and automatically become part of the Collateral without need for any additional grant of a security interest therein. (b) In addition, to secure the prompt and complete payment, performance and observance of the Secured Obligations and in order to induce the Trustee and the Initial Purchasers Secured Parties as aforesaid, the Grantor Debtor hereby grants to the Trustee as the Collateral Agent Agent, for the benefit of the present and future Holders of Secured ObligationsParties, a right of setoff against the property of the Grantor Debtor held by the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured ObligationsParties, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured ObligationsParties, for any purpose, including safekeeping, collection or pledge, for the account of the GrantorDebtor, or as to which the Grantor Debtor may have any right or power.

GRANT OF LIEN. (a) To secure As security for the due and prompt payment and complete paymentperformance when due (whether at the stated maturity, performance and observance by acceleration or otherwise) by each Grantor of all of the Secured Obligations, the Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Trustee as the Collateral Agent for the benefit of all of the its present and future Holders of Obligations (such Obligations, as to any Grantor, being the “Secured Obligations” of such Grantor), each Grantor hereby grants to the Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a Lien upon security interest (the “Security Interest”) in and continuing lien on all of its such Grantor’s right, title and interest in, in or to any and under all personal property of the following properties and other assetsassets of such Grantor and all powers and rights of such Grantor in all of the following (including the power to transfer rights in the following), whether now owned by or owing to, existing or at any time hereafter acquired by or arising in favor of the Grantor (including under any trade namesarising, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the Grantor, and regardless of where located (all of which being hereinafter collectively referred to as collectively, the "COLLATERAL"), including:“Collateral”): (i) all Accounts; (ii) all Chattel PaperInventory, including all Rental Equipment; (iii) all Documentsleases of Inventory, Equipment and other Goods (whether or not in the form of a lease agreement), including all Leases; (iv) all General Intangibles (including payment intangibles and software, but excluding documentation evidencing rights in any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable lawInventory or Equipment, including Sections 9-406 all certificates, certificates of title, manufacturer’s statements of origin, and 9-408 of the Code)other collateral instruments; (v) all Goods (contract rights, including Inventory, P&E and Fixtures)contract rights in respect of any Like-Kind Exchange; (vi) all InstrumentsChattel Paper; (vii) all Investment PropertyDocuments; (viii) all Deposit AccountsInstruments; (ix) all money, cash or cash equivalents of the GrantorSupporting Obligations and Letter-of-Credit Rights; (x) all Supporting Obligations General Intangibles (including Payment Intangibles and Software); (xi) all Goods; (xii) all Equipment; (xiii) all Investment Property, including the following (the “Security Collateral”): (A) the Initial Pledged Equity and the certificates, if any, representing the Initial Pledged Equity, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Initial Pledged Equity and all subscription warrants, rights or options issued thereon or with respect thereto; (B) all additional shares of stock and other equity interests of or in any issuer of the Initial Pledged Equity, any successor entity or any other entity from time to time organized, created or acquired by such Grantor in any manner (such equity interests, together with the Initial Pledged Equity, being the “Pledged Equity”), and the certificates, if any, representing such additional shares or other equity interests, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares or other equity interests and all subscription warrants, rights or options issued thereon or with respect thereto; (C) the Initial Pledged Debt and the instruments, if any, evidencing the Initial Pledged Debt, and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Initial Pledged Debt; and (D) all additional indebtedness from time to time owed to such Grantor (such indebtedness, together with the Initial Pledged Debt, being the “Pledged Debt”) and the instruments, if any, evidencing such indebtedness, and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (xiv) all money, cash, cash equivalents, securities and other property of any kind of such Grantor held directly or indirectly by the Agent, any Lender, the Collateral Agent (as defined in the “Notes Security Agreement” defined in the 45/8% Senior Secured Note Indenture (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Notes Security Agreement”)), the Agent (as defined in the “Security Agreement” defined in the TLB Credit Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “TLB Security Agreement”)), any Lender (as defined in the TLB Credit Agreement), any Second Lien Agent (as defined in the Notes Security Agreement) or any of their Affiliates; (xv) all of such Grantor’s Material Accounts, credits and balances with and other claims against the Agent, any Lender, the Collateral Agent (as defined in the Notes Security Agreement), the Agent (as defined in the TLB Security Agreement), any Lender (as defined in the TLB Credit Agreement), any Second Lien Agent (as defined in the Notes Security Agreement) or any of their Affiliates or any other financial institution with which such Grantor maintains deposits, including all Payment Accounts; (xvi) all books, records and other property related to or referring to any of the foregoing, including books, records, account ledgers, data processing records, computer software and other property; and (xvii) all accessions to, substitutions for and replacements, products and proceeds of any of the foregoing, including, but not limited to, proceeds of any insurance policies, claims against third parties and condemnation or requisition payments with respect to all or any of the foregoing; provided, however, the “Collateral” shall not include the following (collectively, the “Excluded Assets”): (b) any rights, titles or interests of a Grantor in any instrument, permit, General Intangible, Lease, license or agreement to which such Grantor is a party (other than any of the foregoing with or by any other Grantor or any Subsidiary or other controlled Affiliate of a Grantor) or any of its right, title or interest thereunder to the extent, but only to the extent, that a grant of a security interest therein to the Agent would, under the terms of such instrument, permit, General Intangible, Lease, license or agreement, result in a breach of the terms of, or constitute a default under, or result in the abandonment, invalidation or unenforceability of or create a right of termination in favor of or require the consent (which has not been obtained or waived) of any other party under, such instrument, permit, General Intangible, Lease, license or agreement; provided that the foregoing exclusion shall not be construed to apply to the extent any such term is ineffective or unenforceable under the UCC (including Sections 9-406, 9-407, 9-408 or 9-409) or any other applicable law so that no breach, default, abandonment, invalidity or unenforceability would occur; (c) any asset to the extent the granting of a security interest therein to the Agent is prohibited by applicable law or would require the consent, approval, license or authorization of any Governmental Authority or, except with respect to any Rental Equipment, Merchandise and Consumables Inventory, any proceeds of any of the foregoing, any Material Accounts into which any such proceeds are deposited, or any books or records related to any of the foregoing, other third party (except a Grantor or any Subsidiary or other controlled Affiliate of a Grantor) that has not been obtained or waived; provided that the foregoing exclusion shall not be construed to apply to the extent any such prohibition or requirement for consent, approval, license or authorization is ineffective or unenforceable under the UCC (including Sections 9-406, 9-407, 9-408 or 9-409) or any other applicable law; (d) to the extent U.S. Obligations are secured thereby, any of the outstanding voting equity or other voting ownership interests of a Foreign Subsidiary or Foreign Subsidiary Holding Company in excess of 65% of the voting power of all classes of equity or other ownership interests of such Foreign Subsidiary or Foreign Subsidiary Holding Company entitled to vote; (e) any “intent-to-use” United States of America based trademark or service xxxx application until such time that a statement of use has been filed with the United States Patent and Trademark Office (the “USPTO”) for such application, unless the grant of a security interest therein would not render such “intent-to-use” based trademark or service xxxx application invalid or subject to cancellation; (f) any property that is subject to a Lien securing purchase money obligations, Capital Lease Obligations or sale/leaseback Indebtedness permitted under the Credit Agreement pursuant to documents that prohibit such Grantor from granting any other Liens in such property, and such prohibition has not been or is not waived or the consent of the other party to such contract has not been or is not otherwise obtained or under Requirements of Law such prohibition cannot be waived, and only for so long as such Indebtedness remains outstanding; (g) (i) any assets subject to a Securitization Transaction or (ii) Accounts, Leases, contractual rights or any other assets subject to any Like-Kind Exchange; (h) the equity interests, and any certificates or instruments in respect thereof, in any unlimited liability company organized under the laws of Nova Scotia; (i) the equity interests, and any certificates or instruments in respect thereof, in any joint venture or non-wholly owned Subsidiary, the governing agreements of which prohibit the pledge or other granting of security over equity interests in such Subsidiary and such prohibition has not been or is not waived or the consent of the other party to such contract has not been or is not otherwise obtained or under Requirements of Law such prohibition cannot be waived; (j) any real property or any fee interest or leasehold interest in real property, including fixtures affixed or attached thereto; (k) any Titled Goods (other than Merchandise and Consumables Inventory and Rental Equipment); (l) any Letter-of-Credit Rights not constituting Supporting Obligations in respect of any Collateral to the extent any of the Grantors is required by applicable law or contract to apply the proceeds of a drawing of such letter of credit for a specified purpose (other than a payment to a Grantor); (xim) all commercial tort claimsany right, title or interest in or to any copyrights, copyright licenses, patents, patent applications, patent licenses, trade secrets, trade secret licenses, trademarks, service marks, trademark and service xxxx applications, trade names, trade dress, trademark licenses, technology, know-how and processes or any other intellectual property, in each case, governed by or arising or existing under, pursuant to or by virtue of the laws of any jurisdiction other than the United States of America or any state thereof; and (xiin) any asset with respect to which the extent not otherwise included, all Proceeds, tort claims, insurance claims Agent and other rights to payments not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing; PROVIDED, Company have reasonably agreed that the Collateral shall not include cost, tax consequences or any property which is an Excluded Asset for as long as such property is an Excluded Asset, but if any such property at any time ceases to be an Excluded Asset, it shall immediately and automatically become part legal or regulatory consequences of the Collateral without need for any additional grant of creating and/or perfecting a security interest therein. (b) In additiontherein is excessive in relation to the benefit to the Secured Parties of the security to be afforded thereby, or where the Agent and the Company have otherwise agreed that such assets shall not be included as Collateral. Subject to secure the prompt and complete paymentany limitations set forth herein, performance and observance all of the Secured Obligations and in order to induce the Trustee and the Initial Purchasers as aforesaid, the of any Grantor hereby grants to the Trustee as shall be secured by all of the Collateral Agent for the benefit of such Grantor and any other property of such Grantor that secures any of the present and future Holders of Secured Obligations, a right of setoff against the property of the Grantor held by the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, for any purpose, including safekeeping, collection or pledge, for the account of the Grantor, or as to which the Grantor may have any right or power.

GRANT OF LIEN. As security for the due and prompt payment and performance when due (awhether at the stated maturity, by acceleration or otherwise) To secure the prompt and complete payment, performance and observance by each Grantor of all of the Secured Obligations, the Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Trustee as the Collateral Agent for the benefit of all of the its present and future Holders of Indenture Obligations (such Indenture Obligations, as to any Grantor, being the “Secured Obligations” of such Grantor), each Grantor hereby grants to the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Notes Secured Parties, a Lien upon security interest (the “Security Interest”) in and continuing lien on all of its such Grantor’s right, title and interest in, in or to any and under all personal property of the following properties and other assetsassets of such Grantor and all powers and rights of such Grantor in all of the following (including the power to transfer rights in the following), whether now owned by or owing to, existing or at any time hereafter acquired by or arising in favor of the Grantor (including under any trade namesarising, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the Grantor, and regardless of where located (all of which being hereinafter collectively referred to as collectively, the "COLLATERAL"), including:“Collateral”): (i) all Accounts; (ii) all Chattel PaperInventory, including all Rental Equipment; (iii) all Documentsleases of Inventory, Equipment and other Goods (whether or not in the form of a lease agreement), including all Leases; (iv) all General Intangibles (including payment intangibles and software, but excluding documentation evidencing rights in any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable lawInventory or Equipment, including Sections 9-406 all certificates, certificates of title, manufacturer’s statements of origin, and 9-408 of the Code)other collateral instruments; (v) all Goods (contract rights, including Inventory, P&E and Fixtures)contract rights in respect of any Like-Kind Exchange; (vi) all InstrumentsChattel Paper; (vii) all Investment PropertyDocuments; (viii) all Deposit AccountsInstruments; (ix) all money, cash or cash equivalents of the GrantorSupporting Obligations and Letter-of-Credit Rights; (x) all Supporting Obligations General Intangibles (including Payment Intangibles and Software); (xi) all Goods; (xii) all Equipment; (xiii) all Investment Property, including the following (the “Security Collateral”): (A) the Initial Pledged Equity and the certificates, if any, representing the Initial Pledged Equity, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Initial Pledged Equity and all subscription warrants, rights or options issued thereon or with respect thereto; (B) all additional shares of stock and other equity interests of or in any issuer of the Initial Pledged Equity, any successor entity or any other entity from time to time organized, created or acquired by such Grantor in any manner (such equity interests, together with the Initial Pledged Equity, being the “Pledged Equity”), and the certificates, if any, representing such additional shares or other equity interests, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares or other equity interests and all subscription warrants, rights or options issued thereon or with respect thereto; (C) the Initial Pledged Debt and the instruments, if any, evidencing the Initial Pledged Debt, and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Initial Pledged Debt; and (D) all additional indebtedness from time to time owed to such Grantor (such indebtedness, together with the Initial Pledged Debt, being the “Pledged Debt”) and the instruments, if any, evidencing such indebtedness, and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (xiv) all money, cash, cash equivalents, securities and other property of any kind of such Grantor held directly or indirectly by the Notes Collateral Agent, any other First Lien Agent, any Lender (as defined in the ABL Credit Agreement), any Lender (as defined in the Term Credit Agreement) or any Second Lien Agent, or any of their respective Affiliates; (xv) all of such Grantor’s Material Accounts, credits and balances with and other claims against the Notes Collateral Agent, any other First Lien Agent, any Lender (as defined in the ABL Credit Agreement), any Lender (as defined in the Term Credit Agreement) or any Second Lien Agent or any of their respective Affiliates or any other financial institution with which such Grantor maintains deposits, including all Payment Accounts; (xvi) all books, records and other property related to or referring to any of the foregoing, including books, records, account ledgers, data processing records, computer software and other property; and (xvii) all accessions to, substitutions for and replacements, products and proceeds of any of the foregoing, including, but not limited to, proceeds of any insurance policies, claims against third parties and condemnation or requisition payments with respect to all or any of the foregoing; provided, however, the “Collateral” shall not include the following (collectively, the “Excluded Assets”): (a) any rights, titles or interests of a Grantor in any instrument, permit, General Intangible, Lease, license or agreement to which such Grantor is a party (other than any of the foregoing with or by any other Grantor or any Subsidiary or other controlled Affiliate of a Grantor) or any of its right, title or interest thereunder to the extent, but only to the extent, that a grant of a security interest therein to the Notes Collateral Agent would, under the terms of such instrument, permit, General Intangible, Lease, license or agreement, result in a breach of the terms of, or constitute a default under, or result in the abandonment, invalidation or unenforceability of or create a right of termination in favor of or require the consent (which has not been obtained or waived) of any other party under, such instrument, permit, General Intangible, Lease, license or agreement; provided that the foregoing exclusion shall not be construed to apply to the extent any such term is ineffective or unenforceable under the UCC (including Sections 9-406, 9-407, 9-408 or 9-409) or any other applicable law so that no breach, default, abandonment, invalidity or unenforceability would occur; (b) any asset to the extent the granting of a security interest therein to the Notes Collateral Agent is prohibited by applicable law or would require the consent, approval, license or authorization of any Governmental Authority or, except with respect to any Rental Equipment, Merchandise and Consumables Inventory, any proceeds of any of the foregoing, any Material Accounts into which any such proceeds are deposited, or any books or records related to any of the foregoing, other third party (except a Grantor or any Subsidiary or other controlled Affiliate of a Grantor) that has not been obtained or waived; provided that the foregoing exclusion shall not be construed to apply to the extent any such prohibition or requirement for consent, approval, license or authorization is ineffective or unenforceable under the UCC (including Sections 9-406, 9-407, 9-408 or 9-409) or any other applicable law; (c) any of the outstanding voting equity or other voting ownership interests of a Foreign Subsidiary or Foreign Subsidiary Holding Company in excess of 65% of the voting power of all classes of equity or other ownership interests of such Foreign Subsidiary or Foreign Subsidiary Holding Company entitled to vote; (d) any “intent-to-use” United States of America based trademark or service mark application until such time that a statement of use has been filed with the United States Patent and Trademark Office (the “USPTO”) for such application, unless the grant of a security interest therein would not render such “intent-to-use” based trademark or service mark application invalid or subject to cancellation; (e) any property that is subject to a Lien securing purchase money obligations, Capitalized Lease Obligations or sale/leaseback Indebtedness permitted under the Indenture and Additional First Lien Agreements (if any) pursuant to documents that prohibit such Grantor from granting any other Liens in such property, and such prohibition has not been or is not waived or the consent of the other party to such contract has not been or is not otherwise obtained or under Requirements of Law such prohibition cannot be waived, and only for so long as such Indebtedness remains outstanding; (f) (i) any assets subject to a Securitization Transaction or (ii) Accounts, Leases, contractual rights or any other assets subject to any Like-Kind Exchange; (i) the equity interests, and any certificates or instruments in respect thereof, in any unlimited liability company organized under the laws of Nova Scotia, (ii) equity interests in Immaterial Subsidiaries (as defined in the ABL Credit Agreement) and (iii) equity interests in Unrestricted Subsidiaries; provided that for each of clauses (ii)-(iii), such equity interests will only be Excluded Assets to the extent such equity interests do not constitute “Collateral” (or words of like import) securing Indebtedness or other obligations in respect of the ABL Credit Agreement, the Term Credit Agreement or any other Indebtedness incurred under Section 8.1(c) of the ABL Credit Agreement and are not otherwise subject to any Liens incurred under Section 8.2(c) of the ABL Credit Agreement; provided further, that if such equity interests cease to constitute “Collateral” (or words of like import) in respect of the Term Credit Agreement or any other Indebtedness incurred under Section 8.1(c) of the ABL Credit Agreement automatically upon their ceasing to constitute Collateral under the ABL Credit Agreement, then those such equity interests would still constitute Excluded Assets; (h) the equity interests, and any certificates or instruments in respect thereof, in any joint venture or non-wholly owned Subsidiary, the governing agreements of which prohibit the pledge or other granting of security over equity interests in such Subsidiary and such prohibition has not been or is not waived or the consent of the other party to such contract has not been or is not otherwise obtained or under Requirements of Law such prohibition cannot be waived; (i) any real property or any fee interest or leasehold interest in real property, including fixtures affixed or attached thereto; (j) any Titled Goods (other than Merchandise and Consumables Inventory and Rental Equipment); (k) any Letter-of-Credit Rights not constituting Supporting Obligations in respect of any Collateral to the extent any of the Grantors is required by applicable law or contract to apply the proceeds of a drawing of such letter of credit for a specified purpose (other than a payment to a Grantor); (xil) all commercial tort claimsany right, title or interest in or to any copyrights, copyright licenses, patents, patent applications, patent licenses, trade secrets, trade secret licenses, trademarks, service marks, trademark and service mark applications, trade names, trade dress, trademark licenses, technology, know-how and processes or any other intellectual property in each case governed by or arising or existing under, pursuant to or by virtue of the laws of any jurisdiction other than the United States of America or any state thereof; (m) any asset not required to be pledged as security for the other First Lien Obligations; (n) any assets with respect to which the Credit Agreement Agent and the Company have reasonably agreed that the cost, tax consequences or any legal or regulatory consequences of creating and/or perfecting a security interest therein is excessive in relation to the benefit to the Notes Secured Parties of the security to be afforded thereby; provided that the Company has notified the Notes Collateral Agent in writing of such agreement; and (xiio) the equity interests of any Subsidiary solely to the extent not otherwise includedthat the pledge of such equity interests pursuant to the Notes Collateral Documents would require Holdings to file separate consolidated financial statements for such Subsidiary with the Commission (or other applicable Governmental Authority) pursuant to applicable securities laws. Subject to any limitations set forth herein, all Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing; PROVIDED, that the Collateral shall not include any property which is an Excluded Asset for as long as such property is an Excluded Asset, but if any such property at any time ceases to be an Excluded Asset, it shall immediately and automatically become part of the Collateral without need for any additional grant of a security interest therein. (b) In addition, to secure the prompt and complete payment, performance and observance of the Secured Obligations and in order to induce the Trustee and the Initial Purchasers as aforesaid, the of any Grantor hereby grants to the Trustee as shall be secured by all of the Collateral Agent for the benefit of such Grantor and any other property of such Grantor that secures any of the present and future Holders of Secured Obligations, a right of setoff against the property of the Grantor held by the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, for any purpose, including safekeeping, collection or pledge, for the account of the Grantor, or as to which the Grantor may have any right or power.

GRANT OF LIEN. (a) To secure the prompt and complete payment, performance and observance of all of the Secured ObligationsObligations (and with respect to each Grantor who is a Borrower, specifically including, without limitation, such Grantor's Obligations arising under the cross guaranty provisions of Section 12 of the Credit Agreement), each Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Trustee as the Collateral Agent Agent, (i) for itself and the benefit of all holders of the present and future Holders of Secured A Obligations, a continuing first priority security interest in and Lien upon all of its right, title and interest in, to and under all personal property and other assetsassets and (ii) for the benefit of the holders of B Obligations, a continuing second priority security interest in and lien upon all its right, title and interest in the following in each case, whether now owned by or owing to, presenting existing or hereafter acquired by or arising in favor of the such Grantor (including under any trade names, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the to, such Grantor, and regardless of where located (all of which being hereinafter collectively referred to as the "COLLATERALCollateral"), including: (i) all Accounts; (ii) all Chattel Paper; (iii) all Documents; (iv) all General Intangibles (including payment intangibles and software, but excluding any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable law, including Sections 9-406 and 9-408 of the CodeSoftware); (v) all Goods (including Inventory, P&E Equipment and Fixtures); (vi) all Instruments; (vii) all Investment Property; (viii) all Deposit Accounts, of any Grantor, including all Blocked Accounts, Concentration Accounts, Disbursement Accounts, and all other bank accounts and all deposits therein; (ix) all money, cash or cash equivalents of the any Grantor; (x) all Supporting Obligations and all Letter-of-Letter of Credit Rights of the any Grantor; (xi) all the following commercial tort claimsclaims set forth on Schedule A attached hereto; and (xii) to the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing; PROVIDED, that the Collateral shall not include any property which is an Excluded Asset for as long as such property is an Excluded Asset, but if any such property at any time ceases to be an Excluded Asset, it shall immediately and automatically become part of the Collateral without need for any additional grant of a security interest therein. (b) In addition, to secure the prompt and complete payment, performance and observance of the Secured Obligations and in order to induce the Trustee Agent and the Initial Purchasers Lenders as aforesaid, the each Grantor hereby grants to the Trustee as the Collateral Agent Agent, for itself and the benefit of the present and future Holders of Secured ObligationsLenders, a right of setoff setoff, against the property of the such Grantor held by the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured ObligationsLender, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured ObligationsLender, for any purpose, including safekeeping, collection or pledge, for the account of the such Grantor, or as to which the such Grantor may have any right or power.

GRANT OF LIEN. (a) a. To secure the prompt and complete payment, performance and observance of all of the Secured Obligations, the each Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Trustee as the Collateral Agent SCIL Agent, for itself and the benefit of all of the present and future Holders of Secured ObligationsSCIL Lenders, a Lien upon all of its right, title and interest in, to and under all personal property and other assets, whether now owned by or owing to, or hereafter acquired by or arising in favor of the such Grantor (including under any trade names, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the to, such Grantor, and regardless of where located (all of which being hereinafter collectively referred to as the "COLLATERAL"“Collateral”), including: (i) all Accounts; (ii) all Chattel Paper; (iii) all Documents; (iv) all General Intangibles (including payment intangibles and software, but excluding any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable law, including Sections 9-406 and 9-408 of the CodeSoftware); (v) all Goods (including Inventory, P&E Equipment and Fixtures); (vi) all Instruments; (vii) all Investment Property; (viii) all Deposit Accounts, of any Grantor, including all Blocked Accounts, Concentration Accounts, Disbursement Accounts, and all other bank accounts and all deposits therein; (ix) all money, cash or cash equivalents of the any Grantor; (x) all Supporting Obligations and all Letter-of-Credit Rights of the any Grantor; (xi) all commercial tort claims; and (xiixi) to the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing; PROVIDED, that the Collateral shall not include any property which is an Excluded Asset for as long as such property is an Excluded Asset, but if any such property at any time ceases to be an Excluded Asset, it shall immediately and automatically become part of the Collateral without need for any additional grant of a security interest therein. (b) b. In addition, to secure the prompt and complete payment, performance and observance of the Secured Obligations and in order to induce the Trustee SCIL Agent and the Initial Purchasers SCIL Lenders as aforesaid, the each Grantor hereby grants to the Trustee as the Collateral Agent SCIL Agent, for itself and the benefit of the present and future Holders of Secured ObligationsSCIL Lenders, a right of setoff against the property of the such Grantor held by the Credit Agreement Agent, the Trustee, the Collateral SCIL Agent or any present or future Holder of Secured ObligationsSCIL Lender, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral SCIL Agent or any present or future Holder of Secured ObligationsSCIL Lender, for any purpose, including safekeeping, collection or pledge, for the account of the such Grantor, or as to which the such Grantor may have any right or power.

GRANT OF LIEN. (a) To secure As security for all Obligations, the prompt Grantors hereby grant to the Lender a continuing security interest in, lien on, collateral assignment of and complete paymentright of set-off against, performance and observance of all of the Secured Obligations, the Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates following property and transfers to the Trustee as the Collateral Agent for the benefit of all assets of the present and future Holders of Secured Obligations, a Lien upon all of its right, title and interest in, to and under all personal property and other assetsGrantors, whether now owned by or owing to, existing or hereafter acquired by or arising in favor of the Grantor (including under any trade namesarising, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the Grantor, and regardless of where located (all of which being hereinafter collectively referred to as the "COLLATERAL"), includinglocated: (i) all Accounts; (ii) all Chattel PaperInventory; (iii) all Documentscontract rights; (iv) all General Intangibles (including payment intangibles and software, but excluding any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable law, including Sections 9-406 and 9-408 of the Code)Chattel Paper; (v) all Goods (including Inventory, P&E and Fixtures)Documents; (vi) all Instruments; (vii) all Investment PropertySupporting Obligations and Letter-of-Credit Rights; (viii) all Deposit AccountsGeneral Intangibles (including payment intangibles and Software); (ix) all money, cash or cash equivalents of the GrantorGoods; (x) all Supporting Obligations and all Letter-of-Credit Rights of the GrantorEquipment; (xi) all commercial tort claimsInvestment Property; (xii) all money, cash, cash equivalents, securities and other property of any kind of the Grantors held directly or indirectly by the Lender; (xiii) all of the Grantors' Deposit Accounts, credits, and balances with and other claims against the Lender or any of its Affiliates or any other financial institution with which the Grantors maintain deposits, including any Payment Accounts; (xiv) all books, records and other property related to or referring to any of the foregoing, including books, records, account ledgers, data processing records, computer software and other property and General Intangibles at any time evidencing or relating to any of the foregoing; and (xiixv) all accessions to, substitutions for and replacements, products and proceeds of any of the foregoing, including, but not limited to, proceeds of any insurance policies, claims against third parties, and condemnation or requisition payments with respect to all or any of the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing and products foregoing. All of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each other property of the foregoing; PROVIDED, that Grantors in which the Collateral shall not include any property which is an Excluded Asset for as long as such property is an Excluded Asset, but if any such property Lender may at any time ceases be granted a Lien as collateral for the Obligations, is herein collectively referred to be an Excluded Asset, it shall immediately and automatically become part of as the Collateral without need for any additional grant of a security interest therein"Collateral." (b) In addition, to secure the prompt and complete payment, performance and observance All of the Secured Obligations and in order to induce the Trustee and the Initial Purchasers as aforesaid, the Grantor hereby grants to the Trustee as the Collateral Agent for the benefit shall be secured by all of the present and future Holders of Secured Obligations, a right of setoff against the property of the Grantor held by the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, for any purpose, including safekeeping, collection or pledge, for the account of the Grantor, or as to which the Grantor may have any right or powerCollateral.

GRANT OF LIEN. (a) To secure the prompt and complete payment, performance and observance of all of the Secured Obligations, the each Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Collateral Trustee as the Collateral Agent for the benefit of all of the present and future Holders of Secured Obligations, a Lien upon all of its right, title and interest in, to and under all personal property and other assetsproperty, whether now owned by or owing to, or hereafter acquired by or arising in favor of the such Grantor (including under any trade names, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the to, such Grantor, and regardless of where located (all of which being hereinafter collectively referred to as the "COLLATERALCollateral"), including: (i) all Accounts; (ii) all Chattel Paper; (iii) all Documents; (iv) all General Intangibles (including payment intangibles and software, but excluding any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable law, including Sections 9-406 and 9-408 of the CodeSoftware); (v) all Goods (including Inventory, P&E Inventory and FixturesEquipment); (vi) all Instruments; (vii) all Investment Property; (viii) all Deposit Accounts; (ix) all money, cash or cash equivalents of the any Grantor; (xix) all Supporting Obligations and all Letter-of-Credit Rights of the any Grantor; (xi) all commercial tort claims; and (xiix) to the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing; PROVIDED, that the Collateral shall not include any property which is an Excluded Asset for as long as such property is an Excluded Asset, but if any such property at any time ceases to be an Excluded Asset, it shall immediately and automatically become part of the Collateral without need for any additional grant of a security interest therein. (b) In addition, to secure the prompt and complete payment, performance and observance of the Secured Obligations and in order to induce the Collateral Trustee and the Initial Purchasers as aforesaid, the each Grantor hereby grants to the Collateral Trustee as the Collateral Agent for the benefit of the present and future Holders of Secured Obligations, a right of setoff set-off against the property of the such Grantor held by the Credit Agreement Agent, the Collateral Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Collateral Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, for any purpose, including safekeeping, collection or pledge, for the account of the such Grantor, or as to which the such Grantor may have any right or power.

GRANT OF LIEN. (a) To secure the prompt and complete payment, performance and observance of all of the Secured ObligationsObligations (including, without limitation, each of US Borrower’s and Term Borrower’s Obligations arising under the cross-guaranty provisions of Section 12 of the Credit Agreement), each Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Trustee as the Collateral Agent Agent, for itself and the benefit of all of the present and future Holders of Secured ObligationsLenders, a Lien upon all of its right, title and interest in, to and under all personal property and other assets, whether now owned by or owing to, or hereafter acquired by or arising in favor of the such Grantor (including under any trade names, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the to, such Grantor, and regardless of where located (all of which being hereinafter collectively referred to as the "COLLATERAL"“Collateral”), including: (i) all Accounts; (ii) all Chattel Paper; (iii) all Documents; (iv) all General Intangibles (including including, without limitation, any and all payment intangibles intangibles, Software, and softwarein respect of WGP and WLP, but excluding any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable law, including Sections 9-406 and 9-408 of the Codeall membership interests in WestLP); (v) all Goods (including including, without limitation, Inventory, P&E Equipment and Fixtures); (vi) all Instruments; (vii) all Investment Property; (viii) all Deposit Accounts, of any Grantor, including all Blocked Accounts, Concentration Accounts, Disbursement Accounts, and all other bank accounts and all deposits therein; (ix) all money, cash or cash equivalents of the any Grantor; (x) all Supporting Obligations and all Letter-of-Credit Rights of the any Grantor; (xi) all commercial tort claimsthe Commercial Tort Claims set forth in Schedule 2(a)(i) hereto; and (xii) to the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing; PROVIDED, that the Collateral shall not include any property which is an Excluded Asset for as long as such property is an Excluded Asset, but if any such property at any time ceases to be an Excluded Asset, it shall immediately and automatically become part of the Collateral without need for any additional grant of a security interest therein. (b) In addition, to secure the prompt and complete payment, performance and observance of the Secured Obligations and in order to induce the Trustee and the Initial Purchasers as aforesaid, the Grantor hereby grants to the Trustee as the Collateral Agent for the benefit of the present and future Holders of Secured Obligations, a right of setoff against the property of the Grantor held by the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, for any purpose, including safekeeping, collection or pledge, for the account of the Grantor, or as to which the Grantor may have any right or power.,

GRANT OF LIEN. (a) To secure the prompt and complete payment, performance and observance of all of the Secured Obligations, the each Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Trustee as the Collateral Agent Agent, for itself and the benefit of all of the present and future Holders of Secured ObligationsPurchasers, a Lien upon and security interest in all of its such Grantor's right, title and interest in, to and under all personal property and other assets, whether now owned by or owing to, or hereafter acquired by or arising in favor of the such Grantor (including under any trade names, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the to, such Grantor, and regardless of where located (all of which being hereinafter collectively referred to as the "COLLATERALCollateral"), including: (i) all Accounts; (ii) all Chattel Paper; (iii) all Documents; (iv) all General Intangibles (including payment intangibles and software, but excluding any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable law, including Sections 9-406 and 9-408 of the CodeSoftware); (v) all Goods (including Inventory, P&E Equipment and Fixtures); (vi) all Instruments; (vii) all Investment Property; (viii) all Deposit AccountsAccounts of any Grantor, including all deposits therein; (ix) all money, cash or cash equivalents of the any Grantor; (x) all Supporting Obligations and all Letter-of-Credit Rights of the any Grantor; (xi) all commercial tort claims; and (xii) to the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing. The foregoing notwithstanding, the term "Collateral" does not include all or any part of the partnership interest of Chroma Systems Partners, a California general partnership, held by Chroma (the "Excluded Chroma Interests"); PROVIDEDhowever, that the Collateral term "Collateral" shall include all Proceeds of the Excluded Chroma Interests. In addition to the Excluded Chroma Interests, the term "Collateral" shall not include any property which is an Excluded Asset for as long as rights or interests in any contract, lease, permit, license, charter or license agreement covering real or personal Property, if under the terms of such property is an Excluded Assetcontract, but if any such property at any time ceases to be an Excluded Assetlease, it shall immediately and automatically become part of permit, license, charter or license agreement, or Applicable Law with respect thereto, the Collateral without need for any additional valid grant of a security interest thereinor Lien therein to Collateral Agent is prohibited and such prohibition has not been or is not waived or the consent of the other party to such contract, lease, permit, license, charter or license agreement has not been or is not otherwise obtained or under Applicable Law such prohibition cannot be waived; provided that, the foregoing exclusion shall in no way be construed (a) to apply if any such prohibition is unenforceable under Section 9-406, 9-407, 9-408 or 9-409 of the UCC or other Applicable Law or (b) so as to limit, impair or otherwise affect Collateral Agent's unconditional continuing security interests in and Liens upon any rights or interests of Grantors in or to monies due or to become due under any such contract, lease, permit, license, charter or license agreement (including any Accounts) or any Proceeds of any such contract, lease, permit, license, charter or license agreement. (b) In addition, to secure the prompt and complete payment, performance and observance of the Secured Obligations and in order to induce the Trustee Collateral Agent and the Initial Purchasers as aforesaid, the each Grantor hereby grants to the Trustee as the Collateral Agent Agent, for itself and for the benefit of the present and future Holders of Secured ObligationsPurchasers, a right of setoff against the property of the such Grantor held by the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligationsthe Purchasers, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligationsthe Purchasers, for any purpose, including safekeeping, collection or pledge, for the account of the such Grantor, or as to which the such Grantor may have any right or power.

GRANT OF LIEN. (a) To secure the prompt and complete payment, performance and observance of all of the Secured ObligationsLiabilities, the Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Trustee as the Collateral Agent Agent, for its benefit and the benefit of all of the present and future Holders of Secured ObligationsLenders, a Lien upon all of its right, title and interest in, to and under all personal property and other assetsthe following property, whether now owned by or owing to, or hereafter acquired by or arising in favor of the Grantor (including under any trade names, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the to, Grantor, and regardless of where located (all of which being hereinafter collectively referred to as the "COLLATERAL"), including:): (i) all Accounts; (ii) all Chattel Paper; (iii) all DocumentsContracts; (iv) all General Intangibles (including payment intangibles and software, but excluding any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable law, including Sections 9-406 and 9-408 of the Code)Documents; (v) all Goods (including Inventory, P&E and Fixtures)Equipment; (vi) all Fixtures; (vii) all General Intangibles; (viii) all Instruments; (viiix) all goods; (x) all Inventory; (xi) all Investment Property; (viiixii) All Bank Accounts, and all Deposit Accountsother deposit and other bank accounts and all deposits therein; (ixxiii) all money, cash or cash equivalents of the Grantor; (x) all Supporting Obligations and all Letter-of-Credit Rights of the Grantor; (xi) all commercial tort claims; and (xiixiv) to the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing Proceeds and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing; PROVIDED, that the Collateral shall not include any property which is an Excluded Asset for as long as such property is an Excluded Asset, but if any such property at any time ceases to be an Excluded Asset, it shall immediately and automatically become part of the Collateral without need for any additional grant of a security interest therein. (b) In addition, to secure the prompt and complete payment, performance and observance of the Secured Obligations Liabilities and in order to induce the Trustee and the Initial Purchasers Lenders as aforesaid, the Grantor hereby grants to the Trustee as the Collateral Agent for the benefit of the present and future Holders of Secured ObligationsAgent, a right of setoff against the property of the Grantor held by the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, consisting of property described above in Section SECTION 2(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, for any purpose, including safekeeping, collection or pledge, for the account of the Grantor, or as to which the such Grantor may have any right or power.

GRANT OF LIEN. (a) To secure the prompt and complete payment, performance and observance of As security for all of the Secured Obligations, the each Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers grants to the Trustee as the Collateral Agent Agent, for the benefit of the Secured Parties, a continuing security interest in and lien on all of the present and future Holders of Secured Obligations, a Lien upon all of its right, title and interest in, to and under all personal following property and other assetsassets of such Grantor, whether now owned by or owing to, existing or hereafter acquired by or arising in favor of the Grantor (including under any trade namesarising, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the Grantor, and regardless of where located (all of which being hereinafter collectively referred to as the "COLLATERAL"), includinglocated: (i) all Accounts; (ii) all Chattel PaperInventory; (iii) all Documentscontract rights; (iv) all General Intangibles (including payment intangibles and software, but excluding any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable law, including Sections 9-406 and 9-408 of the Code)Chattel Paper; (v) all Goods (including Inventory, P&E and Fixtures)Documents; (vi) all Instruments; (vii) all Investment PropertySupporting Obligations; (viii) all Deposit AccountsGeneral Intangibles; (ix) all money, cash or cash equivalents of the GrantorEquipment; (x) all Supporting Obligations and all Letter-of-Credit Rights of the GrantorInvestment Property; (xi) all commercial tort claimsmoney, cash, cash equivalents, securities and other property of any kind of such Grantor held directly or indirectly by the Agent or any Lender; (xii) all of such Grantor's deposit accounts, credits and balances with and other claims against the Agent or any Lender or any of their Affiliates or any other financial institution with which such Grantor maintains deposits, including any Payment Accounts; (xiii) all Patents and Patent Applications listed on Schedule III annexed hereto and made a part hereof; (xiv) all Copyrights and each of the registrations listed on Schedule III annexed hereto and made a part hereof; (xv) all Trademarks, and the good-will of the business symbolized by each such Trademark, and each of the registrations listed on Schedule III annexed hereto and made a part hereof; (xvi) all other assets and property of such Grantor; (xvii) all books, records and other property related to or referring to any of the foregoing, including books, records, account ledgers, data processing records, computer software and other property and General Intangibles at any time evidencing or relating to any of the foregoing; and (xiixviii) to the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions for and replacements forreplacements, products and rents and profits of, each proceeds of any of the foregoing; PROVIDED, that the Collateral shall not include any property which is an Excluded Asset for as long as such property is an Excluded Assetincluding, but if not limited to, proceeds of any such property at insurance policies, claims against third parties, and condemnation or requisition payments with respect to all or any time ceases to be an Excluded Asset, it shall immediately and automatically become part of the Collateral without need for any additional grant of a security interest thereinforegoing. (b) In addition, to secure the prompt and complete payment, performance and observance of the Secured Obligations and in order to induce the Trustee and the Initial Purchasers as aforesaid, the Grantor hereby grants to the Trustee as the Collateral Agent for the benefit of the present and future Holders of Secured Obligations, a right of setoff against the property of the Grantor held by the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, for any purpose, including safekeeping, collection or pledge, for the account of the Grantor, or as to which the Grantor may have any right or power.

GRANT OF LIEN. (a) To secure the prompt and complete payment, performance and observance of all of the Secured Obligations, the Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Trustee as the Collateral Agent for the benefit of all Initial Lender, on behalf of the present and future Holders of Secured ObligationsParties, a Lien upon all of its the Grantor’s right, title and interest in, to and under all personal property and other assetsof the Grantor’s property, including without limitation the following property, whether now owned by or owing to, or hereafter acquired by or arising in favor of the Grantor (including under any trade names, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the Grantor, and regardless of where located (all of which being hereinafter collectively referred to as the "COLLATERAL"), including:“Collateral”): (i) all AccountsAccounts of the Grantor; (ii) all Chattel PaperPaper of the Grantor; (iii) all DocumentsContracts of the Grantor; (iv) all General Intangibles (including payment intangibles and software, but excluding any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable law, including Sections 9-406 and 9-408 Documents of the Code)Grantor; (v) all Goods (including Inventory, P&E and Fixtures)Equipment of the Grantor; (vi) all InstrumentsFixtures of the Grantor; (vii) all Investment PropertyGeneral Intangibles of the Grantor; (viii) all Deposit Accountsgoods of the Grantor; (ix) all Instruments of the Grantor; (x) all Inventory of the Grantor; (xi) all Investment Property of the Grantor; (xii) all deposit and other bank accounts of the Grantor and all deposits therein; (xiii) all money, cash or cash equivalents of the Grantor; (x) all Supporting Obligations and all Letter-of-Credit Rights of the Grantor; (xi) all commercial tort claims; and (xiixiv) to the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing Proceeds and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing; PROVIDED. (b) Notwithstanding anything herein to the contrary, that the Collateral shall not include any property which is an Excluded Asset for as long as Contract or License if and to the extent that the receipt by the Initial Lender hereunder of a Lien in the Grantor’s rights, titles or interests therein or thereunder will constitute a breach or a default under such property is an Excluded Asset, but if Contract or License by the Grantor and such breach or default has not been waived by the other party to such Contact or License or such other party has not consented to the Secured Parties’ receipt of such Lien; provided that the foregoing exclusion shall in no way be construed (a) to apply to the extent that any prohibition in such property at any time ceases to be an Excluded Asset, it shall immediately and automatically become part of Contact or License on the Collateral without need for any additional grant of a security interest therein. in the Grantor’s rights, titles or interests therein or thereunder is not enforceable under Section 9-318 of the UCC or any other applicable law or (b) In additionso as to limit, to secure the prompt and complete payment, performance and observance of the Secured Obligations and in order to induce the Trustee and impair or otherwise affect the Initial Purchasers as aforesaid, the Grantor hereby grants to the Trustee as the Collateral Agent for the benefit of the present Lender’s unconditional security interest in and future Holders of Secured Obligations, a right of setoff against the property Lien on any rights or interests of the Grantor held by the Credit Agreement Agent, the Trustee, the Collateral Agent in or to any present and all monies due or future Holder of Secured Obligations, consisting of property described above in Section 2(a) now to become due under such Contract or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, for any purpose, including safekeeping, collection or pledge, for the account of the Grantor, or as to which the Grantor may have any right or powerLicense.

GRANT OF LIEN. (a) To secure the prompt and complete payment, performance and observance of all of the Secured ObligationsGuaranty Indebtedness (as defined in the Guaranty), the Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Trustee as the Collateral Agent Agent, for its benefit and the benefit of all of the present and future Holders of Secured ObligationsLenders, a Lien upon all of its right, title and interest in, to and under all personal property and other assetsthe following property, whether now owned by or owing to, or hereafter acquired by or arising in favor of the Grantor (including under any trade names, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the to, Grantor, and regardless of where located (all of which being hereinafter collectively referred to as the "COLLATERALCollateral"), including:): (i) all Accounts; ; (ii) all Chattel Paper; ; (iii) all Documents; Contracts; (iv) all General Intangibles (including payment intangibles and software, but excluding any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable law, including Sections 9-406 and 9-408 of the Code); Documents; (v) all Goods (including Inventory, P&E and Fixtures); Equipment; (vi) all Fixtures; (vii) all General Intangibles; (viii) all Instruments; (ix) all goods; (x) all Inventory; (viixi) all Investment Property; (viiixii) All Bank Accounts, and all Deposit Accountsother deposit and other bank accounts and all deposits therein; (ixxiii) all money, cash or cash equivalents of the Grantor; (x) all Supporting Obligations and all Letter-of-Credit Rights of the Grantor; (xi) all commercial tort claims; and (xiixiv) to the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights proceeds relating to payments not otherwise included in any of the foregoing (including business interruption insurance) and all cash and non-cash proceeds and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing; PROVIDED, that the Collateral shall not include any property which is an Excluded Asset for as long as such property is an Excluded Asset, but if any such property at any time ceases to be an Excluded Asset, it shall immediately and automatically become part of the Collateral without need for any additional grant of a security interest therein. (b) In addition, to secure the prompt and complete payment, performance and observance of the Secured Obligations Guaranty Indebtedness and in order to induce the Trustee and the Initial Purchasers Lenders as aforesaid, the Grantor hereby grants to the Trustee as the Collateral Agent for the benefit of the present and future Holders of Secured ObligationsAgent, a right of setoff against the property of the Grantor held by the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, for any purpose, including safekeeping, collection or pledge, for the account of the Grantor, or as to which the such Grantor may have any right or power.

GRANT OF LIEN. (a) To secure the prompt and complete payment, performance and observance of all of the Secured ObligationsGrantor's Obligations under the Credit Agreement, the Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Trustee as the Collateral Agent for the benefit of all of the present and future Holders of Secured ObligationsLender, a Lien upon all of its right, title and interest in, to and under all of its personal property and (other assetsthan personal property of Grantor transferred in connection with or subject to Liens granted pursuant to the Existing Securitization Facility), whether now owned by or owing to, or hereafter acquired by or arising in favor of the Grantor (including under any trade namesnames (other than the "Transmedia" trade name and any other trade names which have been assigned in whole or in part or licensed to TNI Funding I, L.L.C. in connection with the Existing Securitization Facility), styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the to, Grantor, and regardless of where located located, including without limitation, the following (all of which being hereinafter collectively referred to as the "COLLATERALCollateral"): (Page 189 of 252 Pages), including: (i) all Accounts; ; (ii) all Chattel Paper; ; (iii) all Documents; Contracts; (iv) all General Intangibles (including payment intangibles and software, but excluding any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable law, including Sections 9-406 and 9-408 of the Code); Documents; (v) all Goods (including Inventory, P&E and Fixtures); Equipment; (vi) all Instruments; Fixtures; (vii) all Investment Property; General Intangibles; (viii) all Deposit Accounts; Goods; (ix) all Instruments; (x) all Inventory; (xi) all Investment Property; (xii) all bank accounts and all other deposit accounts (including, but not limited to, the Lock-Box Accounts, but excluding accounts into which collections related to the Existing Securitization Facility are deposited) and all deposits therein; (xiii) all money, cash or cash equivalents of the Grantor; ; and (x) all Supporting Obligations and all Letter-of-Credit Rights of the Grantor; (xi) all commercial tort claims; and (xiixiv) to the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing Proceeds and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing; PROVIDED, that the Collateral shall not include any property which is an Excluded Asset for as long as such property is an Excluded Asset, but if any such property at any time ceases to be an Excluded Asset, it shall immediately and automatically become part of the Collateral without need for any additional grant of a security interest therein. (b) In addition, to secure the prompt and complete payment, performance and observance of the Secured Obligations and in order to induce the Trustee and the Initial Purchasers Lender as aforesaid, the Grantor hereby grants to the Trustee as the Collateral Agent for the benefit of the present and future Holders of Secured ObligationsLender, a right of setoff against the property of the Grantor held by the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured ObligationsLender, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured ObligationsLender, for any purpose, including safekeeping, collection or pledge, for the account of the Grantor, or as to which the Grantor may have any right or power.

GRANT OF LIEN. (a) To secure the prompt and complete payment, performance and observance when due (whether at stated maturity, by acceleration or otherwise) of all of the Secured Obligations, the Grantor Debtor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Trustee as the Collateral Agent for the benefit of all of the present and future Holders of Secured ObligationsParty, a Lien upon security interests in all of its right, title and interest in, to and under all personal property and other assetsassets described below, whether now owned by or owing to, or hereafter acquired by or arising in favor of the Grantor (including under any trade names, styles or derivations thereof)Debtor, and whether owned or consigned by or to, or leased from or to to, the GrantorDebtor, and regardless of where located (all of which being hereinafter collectively referred to as the "COLLATERALCollateral"), including: ): (i) all Accounts; ; (ii) all Chattel Paper; General Intangibles; (iii) all Documents; goods, including, without limitation, Inventory and Equipment; (iv) all General Intangibles (including payment intangibles real property and software, but excluding any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable law, including Sections 9-406 and 9-408 of the Code); fixtures; (v) all Goods (including Inventory, P&E and Fixtures); Chattel Paper; (vi) all Instruments; Instruments (including all promissory notes); (vii) all Investment Property; documents; (viii) all Deposit Accounts; , including all deposits therein; (ix) all money, cash or cash equivalents of the Grantor; Debtor; (x) all Supporting Obligations books and all Letter-of-Credit Rights of records pertaining to the Grantor; Collateral; (xi) all commercial tort claimsinvestment property (including securities, whether certificated or uncertificated, securities accounts, security entitlements, commodity contracts or commodity accounts); and (xii) all Trademarks, Patents or Copyrights or other Intellectual Property; (xiii) to the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing; PROVIDED, that the Collateral shall not include any property which is an Excluded Asset for as long as such property is an Excluded Asset, but if any such property at any time ceases to be an Excluded Asset, it shall immediately and automatically become part of the Collateral without need for any additional grant of a security interest therein. (b) In addition, to secure the prompt and complete payment, performance and observance of the Secured Obligations and in order to induce the Trustee and the Initial Purchasers Secured Party as aforesaid, the Grantor Debtor hereby grants to the Trustee as the Collateral Agent for the benefit of the present and future Holders of Secured ObligationsParty, a right of setoff against the property of the Grantor Debtor held by the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured ObligationsParty, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured ObligationsParty, for any purpose, including safekeeping, collection or pledge, for the account of the GrantorDebtor, or as to which the Grantor Debtor may have any right or power.

GRANT OF LIEN. (a) 8.1.1 To secure the prompt and complete payment, performance and observance of all of the Secured ObligationsNote Obligations of ANC, the Grantor ACSC hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Trustee as the Collateral Agent for the benefit of all of the present and future Holders of Secured ObligationsNoteholder, a Lien first priority Lien, subject to Permitted Liens, upon all of its right, title and interest in, to and under the following property, whether now owned by or owing to, or hereafter acquired by or arising in favor of ACSC (all personal property of which being hereinafter collectively referred to as the “ACSC Collateral”): (a) all of its membership interest in the Payor (the “ACSC Pledged Interests”); (b) all distributions and other assetsprofits arising from the ACSC Pledged Interests; (c) all of ACSC’s right in the LLC Agreement or equivalent governing document of the Payor; (d) all proceeds and products of any of the foregoing, in whatever form. 8.1.2 To secure the prompt and complete payment, performance and observance of all of the Note Obligations of ANC, ANI hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Noteholder, a first priority Lien, subject to Permitted Liens, upon all of its right, title and interest in, to and under the following property, whether now owned by or owing to, or hereafter acquired by or arising in favor of ANI (all of which being hereinafter collectively referred to as the “ANI Collateral”): (a) all of its membership interest in the Payor (the “ANI Pledged Interests” and together with the ACSC Pledged Interests, the “Pledged Interests”); (b) all distributions and profits arising from the ANI Pledged Interests; (c) all of ANI’s right in the LLC Agreement or equivalent governing document of the Payor; (d) all proceeds and products of any of the foregoing, in whatever form. 8.1.3 To secure the prompt and complete payment, performance and observance of all of the Note Obligations of the Payor, the Payor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Noteholder, a first priority Lien, subject to Permitted Liens, upon all of its right, title and interest in, to and under the following property, whether now owned by or owing to, or hereafter acquired by or arising in favor of the Grantor (including under any trade names, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the Grantor, and regardless of where located Payor (all of which being hereinafter collectively referred to as the "COLLATERAL")“Payor Collateral”, including:and together with the ACSC Collateral and the ANI Collateral, the “Collateral”): (ia) all Accounts; (ii) all Chattel Paper; (iii) all Documents; (iv) all General Intangibles (including accounts, chattel paper, tangible chattel paper, commercial tort claims listed on Schedule 8.1 hereto, commodity contracts, commodity accounts, deposit accounts, securities, security accounts, security entitlements, investment property, financial assets, documents, electronic chattel paper, equipment, fixtures, general intangibles, goods, health-care insurance receivables, instruments, promissory notes, inventory, investment property, letter of credit rights and supporting obligations, payment intangibles and softwaresoftware (in each case, but excluding any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable law, including Sections 9-406 and 9-408 of as defined in the CodeUCC); (vb) all Goods (including Inventory, P&E and Fixtures)intellectual property of the Payor; (vic) all Instrumentsowned real property of the Payor; (viid) all Investment Property; (viii) all Deposit Accounts; (ix) all money, cash or cash equivalents of the Grantor; Payor’s ledger sheets, ledger cards, files, correspondence, records, books of account, business papers, computers, computer software, computer programs, tapes, disks and documents relating to clause (xa), (b) all Supporting Obligations and all Letter-of-Credit Rights or (c) of the Grantor; (xi) all commercial tort claimsthis Section 8.1.3; and (xiie) to the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing proceeds and products of property described in clause (a), (b) or (c) of this Section 8.1.3) in whatever form, including, but not limited to: cash, deposit accounts (whether or not comprised solely of proceeds), certificates of deposit, insurance proceeds (including hazard, flood and credit insurance), negotiable instruments and other instruments for the payment of money, chattel paper, security agreements, documents, eminent domain proceeds, condemnation proceeds and tort claim proceeds, and with respect to intellectual property, proceeds of any claim against third parties in respect thereto, including for past, present or future infringement or any dilution of any trademark or for injury to the goodwill associated with any trademark; provided, however that the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing; PROVIDED, that the Collateral shall not include any property which is an Excluded Asset for as long as such property is an Excluded Assetpermit, but if any such property at any time ceases to be an Excluded Assetlease, it shall immediately and automatically become part of license, contract, instrument or other agreement held by Payor that validly prohibits the Collateral without need for any additional grant creation by Payor of a security interest therein. (b) In additionthereon or requires the consent of any person other than the Payor as a condition to the creation of such security interest, or any permit, lease, license, contract, instrument or other agreement held by Payor to the extent that any applicable law prohibits the creation of a security interest thereon, but only, in each case, to secure the prompt extent, and complete paymentfor so long as, performance such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the UCC or any other applicable law, and observance of the Secured Obligations and subject in order all cases to induce the Trustee and the Initial Purchasers as aforesaid, the Grantor hereby grants Payor’s obligation to use commercially reasonable efforts to obtain consent to the Trustee as the Collateral Agent for the benefit creation of the present and future Holders a security interest in favor of Secured ObligationsNoteholder in any such permit, a right of setoff against the property of the Grantor held by the Credit Agreement Agentlease, the Trusteelicense, the Collateral Agent contract, instrument or any present or future Holder of Secured Obligations, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, for any purpose, including safekeeping, collection or pledge, for the account of the Grantor, or as to which the Grantor may have any right or powerother agreement.

GRANT OF LIEN. (a) To secure Specifically, without limiting the prompt generality of Section 5, Lessor and complete paymentLessee further intend and agree that, performance and observance for the purpose of all securing the payment of the Secured principal sum of Fifty Million Dollars ($50,000,000), together with interest thereon calculated at the rate provided in the Participation Agreement and the other Lessee Obligations, the Grantor Lessee hereby grants, assignsbargains, mortgages, conveys, mortgagessells, pledges, hypothecates assigns and transfers sets over to the Public Trustee of the County of El Paso, as the Collateral Agent trustee ("Trustee"), and its successors and assigns, for the benefit of Lessor, the Agent and the Participants, WITH POWER OF SALE AND RIGHT OF ENTRY AND POSSESSION: (i) all right, title and interest of Lessee in and to the Property (including the Land Interest, Improvements, Fixtures, Equipment and Appurtenant Rights) and the reversions, remainders, rents, issues and profits thereof, and all the estate, right, title, interest, property, possession, claim and demand whatsoever, at law as well as in equity, of Lessee of, in and to the same, including, without limitation, all credits, options, deposits, rights of first offer, rights of first refusal, extension rights and expansion rights relating thereto; (ii) all right, title and interest of Lessee in and to the Land Interest and Improvements in any way hereafter belonging, relating or appertaining to the Property; (iii) all right, title and interest of Lessee in, to and under (i) all books and records, and (ii) all inventory, accounts, cash receipts, deposit accounts, accounts receivable, general intangibles, chattel paper (whether electronic or tangible), notes, drafts, letter of credit rights, supporting obligations, trade names, trademarks and service marks arising from or related or used in connection with the ownership, management, leasing, sale or operation of the present Property; (iv) all right, title and future Holders interest of Secured ObligationsLessee in and to (i) all refunds, a Lien upon awards, tax abatements, rebates, reserves, deferred payments, deposits, and payments of any kind payable by an Governmental Authority or any insurance or utility company with respect to the Property, and (ii) all reserves, deferred payments, deposit accounts, refunds, cost savings and payments of its any kind with respect to the Property or any part thereof; provided, however, that except during the continuation of any Lease Event of Default, Lessee may collect, apply and retain any of the foregoing in accordance with Section 6(f) below; (v) all right, title and interest of Lessee in and to all insurance policies (including title insurance policies) required to be maintained by Lessee pursuant to the Lease for loss of the Property, including the right to collect, receive and disburse to Lessee such proceeds in accordance with the Operative Documents; provided, however, that except during the continuation of any Lease Event of Default, Lessee may collect, apply and retain any of the foregoing in accordance with Section 6(f) below; (vi) all awards and other compensation, including the interest payable thereon and the right to collect and receive the same for the taking by eminent domain, condemnation or otherwise, of all or any part of the Property or any easement or other real property right therein; provided, however, that except during the continuation of any Lease Event of Default, Lessee may collect, apply and retain any of the foregoing in accordance with Section 6(f) below; (vii) all right, title and interest of Lessee in and to (i) all consents, licenses, building permits, certificates of occupancy and other governmental or quasi-governmental approvals relating to construction, completion, occupancy, use or operation of any of the Improvements or any other part of the Property and (ii) all plans and specifications relating to the ownership or leasing of the Improvements; (viii) all right, title and interest in, to and under any leases, subleases or licenses of the Property, any license, concession, management, mineral or other agreements of a similar kind that permit the use or occupancy of the Property or any part thereof for any purpose, in return for any payment, permit the extraction or taking of any gas, oil, water or other minerals from the Property or any part thereof in return for payment of any fee, rent or royalty, now or hereafter entered into by Lessee (collectively, the "Other Leases"), together with all personal estate, rights, title, interest, benefits, powers and privileges of Lessee, as lessor, under the Other Leases including, without limitation, the immediate and continuing right to make claim for, receive, collect and receipt for all charges, fees, income, issues, profits, receipts, rents, revenues or royalties payable under any of the Other Leases (collectively, the "Other Lease Rents") and all estate, right, title and interest of Lessee thereunder, including all cash, securities or letters of credit delivered or deposited thereunder to secure performance by Lessee of its obligations thereunder; provided, however, that except during the continuation of any Lease Event of Default, Lessee may collect, apply and retain any of the foregoing in accordance with Section 6(f) below; (ix) all proceeds, both cash and non-cash, of the foregoing; (x) all of the foregoing property and other assets, whether rights and interests now owned by or owing to, held or hereafter subsequently acquired by or arising Lessee and described in favor of the Grantor foregoing clauses (including under any trade names, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the Grantor, and regardless of where located i) through (all of which being hereinafter ix) are collectively referred to as the "COLLATERALMortgaged Property"). The grant provided hereby shall be deemed a deed of trust, including: (i) all Accounts; (ii) all Chattel Paper; (iii) all Documents; (iv) all General Intangibles (including payment intangibles security agreement and software, but excluding any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable law, including Sections 9-406 and 9-408 fixture filing pursuant to the laws of the Code); (v) all Goods (including Inventory, P&E State of Colorado governing deeds of trust and Fixtures); (vi) all Instruments; (vii) all Investment Property; (viii) all Deposit Accounts; (ix) all money, cash or cash equivalents of the Grantor; (x) all Supporting Obligations and all Letter-of-Credit Rights of the Grantor; (xi) all commercial tort claims; and (xii) to the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing; PROVIDED, that the Collateral shall not include any property which is an Excluded Asset for as long as such property is an Excluded Asset, but if any such property at any time ceases to be an Excluded Asset, it shall immediately and automatically become part of the Collateral without need for any additional grant of a security interest thereinagreements. (b) In additionIt also is the intention of the parties hereto that this Lease Supplement shall constitute a "Security Agreement" within the meaning of the UCC and grants a security interest in the Mortgaged Property which is subject to the UCC and described herein to Lessor and the Participants. Lessee and Lessor agree, to secure the prompt and complete paymentextent permitted by law, performance and observance that this Lease Supplement upon recording or registration in the real estate records of the Secured Obligations proper office shall constitute a financing statement filed as a "fixture filing" within the meaning of Sections 9-102 and 9-502 of the UCC. Lessee's Federal Tax Identification Number is 00-0000000. (c) Notwithstanding any other provision hereof, Lessor shall not be deemed to have accepted any property other than cash in order satisfaction of any obligation of Lessee or Lessor, unless Lessee shall make an express written election of said remedy under Section 9-620(b) of the UCC, or other Applicable Law. (d) Specifically, without limiting the generality of anything contained in Section 7 of the Lease, Lessor and Lessee further intend and agree that (i) the possession by Lessor or any of its agents of notes and such other items of Mortgaged Property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to induce be "possession by the Trustee secured party" for purposes of perfecting the security interest pursuant to Section 9-334 of the UCC; and (ii) for any deposit account within the Initial Purchasers as aforesaidmeaning of Section 9-102 of the UCC, the Grantor hereby grants execution and delivery of an Account Control Agreement by the Depository Bank and Lessee in the form attached to the Trustee Participation Agreement, shall perfect a security interest in any such deposit account pursuant to that Section. Lessor and Lessee shall, to the extent consistent with this Lease, take such actions and execute, deliver, file and record such other documents, financing statements, mortgages and deeds of trust as may be necessary to ensure that, if the Collateral Agent for the benefit Lease were deemed to create a security interest in any item of the present Mortgaged Property, such security interest would be deemed to be a perfected security interest of first priority under Applicable Law and future Holders of Secured Obligations, a right of setoff against will be maintained as such throughout the property of the Grantor held by the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, for any purpose, including safekeeping, collection or pledge, for the account of the Grantor, or as to which the Grantor may have any right or powerTerm.

GRANT OF LIEN. (a) To secure As security for the due and prompt payment and complete paymentperformance when due (whether at the stated maturity, performance and observance by acceleration, or otherwise) by each Grantor of all of present and future Note Obligations (such Note Obligations, as to any Grantor, being the “Secured Obligations” of such Grantor), the each Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers collaterally assigns to the Trustee as the Collateral Agent Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in and continuing lien on all of the present and future Holders of Secured Obligations, a Lien upon all of its such Grantor’s right, title and interest in, to and/ or under any and under all personal property of its property, assets and other assetsrevenues, including, without limitation, the following of such Grantor and all powers and rights of such Grantor in all of the following (including the power to transfer rights in the following), whether now owned by or owing to, existing or at any time hereafter acquired by or arising in favor of the Grantor (including under any trade namesarising, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the Grantor, and regardless of where located (all of which being hereinafter collectively referred to as the "COLLATERAL")property, including:assets and revenues described in this Section 2 collectively, the “Collateral”): (i) all AccountsAccounts and money (electronic or otherwise); (ii) all Chattel PaperInventory; (iii) all Documentsleases of Inventory, Equipment and other Goods (whether or not in the form of a lease agreement), including all leases; (iv) all General Intangibles (including payment intangibles and software, but excluding documentation evidencing rights in any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable lawInventory or Equipment, including Sections 9-406 all certificates, certificates of title, manufacturer’s statements of origin, and 9-408 of the Code)other collateral instruments; (v) all Goods (including Inventory, P&E and Fixtures)contract rights; (vi) all InstrumentsChattel Paper (whether evidenced by an electronic record, electronic documents of title, or otherwise); (vii) all Investment PropertyCommercial Tort Claims, including, without limitation, those Commercial Tort Claims listed on Schedule II; (viii) all Deposit AccountsDocuments; (ix) all money, cash or cash equivalents of the GrantorInstruments; (x) all Supporting Obligations and all Letter-of-Letter of Credit Rights of the GrantorRights; (xi) all commercial tort claimsGeneral Intangibles (including Payment Intangibles, Intellectual Property and Software); (xii) all As-extracted collateral; (xiii) all Goods; (xiv) all Equipment; (xv) all Titled Goods (including Vehicles); (xvi) all Investment Property, including the following (collectively, the “Security Collateral”): (A) all Pledged Stock; (B) the Initial Pledged Debt and the instruments, if any, evidencing the Initial Pledged Debt, and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Initial Pledged Debt; and (xiiC) all additional indebtedness from time to time owed to such Grantor (such indebtedness, together with the extent not otherwise includedInitial Pledged Debt, being the “Pledged Debt”) and the instruments, if any, evidencing such indebtedness, and all Proceedsinterest, tort claimscash, insurance claims instruments and other rights property from time to payments not time received, receivable or otherwise included distributed in respect of or in exchange for any or all of such indebtedness; (xvii) all money, cash, cash equivalents, securities and other property (in each case, electronic or otherwise) of any kind of such Grantor held directly or indirectly by the foregoing Collateral Agent, any Purchaser or any of their Affiliates; (xviii) all Deposit Accounts, Securities Accounts, Commodity Accounts, credits, and products balances with and other claims against the Collateral Agent or any Purchaser or any of their Affiliates or any other financial institution with which such Grantor maintains deposits; (xix) all books, records and other property related to or referring to any of the foregoing foregoing, including books, records, account ledgers, data processing records, computer software and other property; and (xx) all accessions to, substitutions for and replacements forreplacements, products and rents and profits of, each proceeds of any of the foregoing; PROVIDED, that including, but not limited to, proceeds of any insurance policies, claims against third parties, and condemnation or requisition payments with respect to all or any of the foregoing. (b) Notwithstanding anything herein to the contrary, (i) in no event shall any security interest or Liens created by this Agreement or any Note Document extend to, and the term “Collateral” and other terms defining any component of the Collateral shall not include include, and none of the representations, warranties, covenants or any property which is an other provisions herein or in any other Note Documents shall be deemed to apply to, the Excluded Assets; provided that when any such Excluded Asset for as long as such property is an Excluded Asset, but if any such property at any time ceases to meet any of the applicable conditions to be an Excluded Assetdesignated as such, it the same shall immediately and automatically constitute and become part of the Collateral without need for any additional grant of a and be subject to the Lien and security interest thereincreated by this Agreement without any further action by any Person; and (ii) to the extent the UCC is revised subsequent to the date hereof such that the definition of any of the foregoing terms included in the description of Collateral is changed, the parties hereto desire that any assets, property or revenues (other than Excluded Assets) that is included in such changed definitions that would not otherwise be included in the foregoing grants on the date hereof be included in such grants immediately upon the effective date of such revision, it being the intention of each Grantor that the description of Collateral set forth above be construed to include the broadest possible range of assets, property or revenues (other than Excluded Assets). Notwithstanding the immediately preceding sentence, the foregoing grants are intended to apply immediately on the date hereof to all Collateral to the fullest extent permitted by applicable law regardless of whether any particular item of Collateral is currently subject to the UCC. (bc) In addition, to secure the prompt Each Grantor shall take any and complete payment, performance and observance of the Secured Obligations and in order to induce the Trustee and the Initial Purchasers as aforesaid, the Grantor hereby grants to the Trustee as all actions required by the Collateral Agent for the benefit of the present and future Holders of Secured Obligations, a right of setoff against the property of the Grantor held by the Credit Agreement Agent, the Trustee, Guarantee Requirement to perfect the Collateral Agent Agent’s Lien in any Collateral (including, without limitation, with respect to any assets, property and revenue located or any present or future Holder of Secured Obligations, consisting of property described above titled in Section 2(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, for any purpose, including safekeeping, collection or pledge, for the account of the Grantor, or as to which the Grantor may have any right or powerCanada).

GRANT OF LIEN. (a) To secure the prompt payment and complete payment, performance and observance of all Noteholder Obligations, each Grantor hereby grants to Collateral Agent (except for (xii), below, which will be granted in favor of the Secured ObligationsSecurity Trustee, the Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers other property related to the Trustee as the Collateral Agent Vessels), for the benefit of the Noteholder Secured Parties, a continuing security interest in and Lien upon all Property of such Grantor, including all of the present and future Holders of Secured Obligations, a Lien upon all of its right, title and interest in, to and under all personal property and other assetsfollowing Property, whether now owned by or owing to, or hereafter acquired by or arising in favor of the Grantor (including under any trade names, styles or derivations thereof)acquired, and whether owned or consigned by or to, or leased from or to the Grantor, and regardless of where located (all of which being hereinafter collectively referred to as the "COLLATERAL"), includingwherever located: (i) all Accounts; (ii) all Chattel Paper, including electronic chattel paper; (iii) all DocumentsCommercial Tort Claims; (iv) all General Intangibles (including payment intangibles and software, but excluding any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable law, including Sections 9-406 and 9-408 of the Code)Deposit Accounts; (v) all Goods (including Inventory, P&E and Fixtures)Documents; (vi) all General Intangibles, including Intellectual Property; (vii) all Goods, including Inventory, Equipment and Fixtures; (viii) all Instruments; (viiix) all Investment Property; (viii) all Deposit Accounts; (ix) all money, cash or cash equivalents of the Grantor; (x) all Supporting Obligations and all Letter-of-Credit Rights of the GrantorRights; (xi) all commercial tort claims; andSupporting Obligations; (xii) to the extent all Vessels; (xiii) all monies, whether or not otherwise included, all Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing and products possession or under the control of the foregoing and Collateral Agent, or a bailee or Affiliate of Collateral Agent; (xiv) all accessions to, substitutions and replacements for, and rents all replacements, products, and profits of, each cash and non-cash proceeds of the foregoing, including proceeds of and unearned premiums with respect to insurance policies, and claims against any Person for loss, damage or destruction of any Collateral; PROVIDEDand (xv) all books and records (including customer lists, that files, correspondence, tapes, computer programs, print-outs and computer records) pertaining to the foregoing. All of the foregoing, together with the Vessels covered by the Ship Mortgage(s) and Real Estate covered by the Mortgage(s), all equity interests in Subsidiaries pledged to the Collateral Agent and all other Property of each Grantor in which the Collateral Agent may at any time be granted a Lien as collateral for the Noteholder Obligations, is herein collectively referred to as the “Collateral”. Notwithstanding anything to the contrary set forth in Section 2(a) above, the types or items of Collateral described in such Section shall not include (collectively, the “Excluded Property”): (i) any property which is an Excluded Asset for Equity; (ii) any rights or interests in any contract, lease, permit, license, charter or license agreement covering real or personal property, as long as such, or any Account arising from freightage, hire, use or charter of any Vessel leased pursuant to a Negative Pledge Vessel Lease, if under the terms of such property is an Excluded Assetcontract, but if any such property at any time ceases to be an Excluded Assetlease, it shall immediately and automatically become part of permit, charter, license agreement or Negative Pledge Vessel Lease, or Applicable Law with respect thereto, the Collateral without need for any additional valid grant of a security interest thereinor Lien therein to Collateral Agent is prohibited and such prohibition has not been or is not waived or the consent of the other party to such contract, lease, permit, license, charter, license agreement or Negative Pledge Vessel Lease has not been or is not otherwise obtained or under Applicable Law such prohibition cannot be waived, provided, that the foregoing exclusion shall in no way be construed (A) to apply if any such prohibition is unenforceable under the UCC or other Applicable Law or (B) so as to limit, impair or otherwise affect Collateral Agent’s (or Security Trustee’s, with respect to Vessel’s) unconditional continuing security interests in and Liens upon any rights or interests of any Grantor in or to monies due or to become due under any such contract, lease, permit, license, charter or license agreement (including any Accounts), except for the Accounts and proceeds expressly excluded in this Clause (ii); (iii) applications for a trademark that would be invalidated, canceled, voided or abandoned due to the grant and/or enforcement of such security interest or Lien, including all such United States and foreign trademark applications that are based on an intent-to-use the xxxx in commerce, unless and until such time that the grant and/or enforcement of the security interest or Lien will not cause such trademark to be invalidated, canceled, voided or abandoned; (iv) Equipment or Fixtures owned by any obligor on the Notes that is subject to a Purchase Money Lien or Capital Lease permitted hereunder, but only to the extent that the contract pursuant to which such Purchase Money Lien is granted or such Capital Lease would prohibit the granting of a Lien on such Equipment or fixtures pursuant hereto; (v) assets owned by a Guarantor after the release of the guaranty of such Guarantor; (vi) cash and Cash Equivalents in an amount not to exceed $3,000,000 used to secure the Hedging Obligations and deposited in an identifiable, segregated Deposit Account for such purpose, (vii) Property identified on Schedule VI hereto; (viii) certain Deposit Accounts that are used exclusively for payroll purposes; (ix) Equity Interests in any Unrestricted Subsidiary; and (x) any other Property that, prior to the Senior Priority Discharge Date, is designated as “Excluded Property” pursuant to clause (vi) of the definition of “Excluded Property” in Section 7.1 of the Revolving Facility Loan and Security Agreement; provided, however, that Excluded Property shall not include any Proceeds, substitutions or replacements of Excluded Property (unless such Proceeds, substitutions or replacements would constitute Excluded Property); provided further, if any Excluded Property would have otherwise have constituted Collateral, when such property shall cease to be Excluded Property, such property shall be deemed at all times from and after the date hereof to constitute Collateral. (b) In addition, to secure the prompt and complete payment, performance and observance All of the Secured Noteholder Obligations and in order to induce shall be secured by all of the Trustee and the Initial Purchasers as aforesaid, the Collateral. (c) Each Grantor hereby grants to the Trustee as the shall promptly notify Collateral Agent in writing if such Grantor has a Commercial Tort Claim (other than, as long as no Default or Event of Default exists, a Commercial Tort Claim for less than $500,000) and, upon Collateral Agent’s request, shall promptly take such actions as Collateral Agent deems appropriate to confer upon Collateral Agent (for the benefit of the present and future Holders of Noteholder Secured ObligationsParties) a duly perfected, a right of setoff against the property of the Grantor held by the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, for any purpose, including safekeeping, collection or pledge, for the account of the Grantor, or as to which the Grantor may have any right or powerfirst priority Lien upon such claim.

GRANT OF LIEN. (a) To secure the prompt and complete payment, performance and observance of all of As security for the Secured Obligations, the each Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers grants to the Trustee as the Collateral Agent Agent, for the benefit of the Agent and the Lenders, a continuing security interest in, lien on, assignment of and right of set-off against, all of the present and future Holders of Secured Obligations, a Lien upon all of its right, title and interest in, to and under all personal following property and other assetsassets of such Grantor, whether now owned by or owing to, existing or hereafter acquired by or arising in favor of the Grantor (including under any trade namesarising, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the Grantor, and regardless of where located (all of which being hereinafter collectively referred to as the "COLLATERAL"), includinglocated: (i) all Accounts; (ii) all Chattel PaperInventory; (iii) all Documentscontract rights; (iv) all General Intangibles (including payment intangibles and software, but excluding any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable law, including Sections 9-406 and 9-408 of the Code)Chattel Paper; (v) all Goods (including Inventory, P&E and Fixtures)Documents; (vi) all Instruments; (vii) all Investment PropertySupporting Obligations and Letter-of-Credit Rights; (viii) all Deposit AccountsGeneral Intangibles (including payment intangibles and Software); (ix) all money, cash or cash equivalents of the GrantorGoods; (x) all Supporting Obligations and all Letter-of-Credit Rights of the GrantorEquipment; (xi) all commercial tort claims; andInvestment Property; (xii) to the extent not otherwise includedall money, all Proceedscash, tort claimscash equivalents, insurance claims securities and other rights property of any kind of such Grantor held directly or indirectly by the Agent or any Lender; (xiii) all of such Grantor's Deposit Accounts, credits, and balances with and other claims against the Agent or any Lender or any of their Affiliates or any other financial institution with which such Grantor maintains deposits, including any Payment Accounts; (xiv) all books, records and other property related to payments not otherwise included in the foregoing and products or referring to any of the foregoing foregoing, including books, records, account ledgers, data processing records, computer software and other property and General Intangibles at any time evidencing or relating to any of the foregoing; (xv) all accessions to, substitutions for and replacements forreplacements, products and proceeds of any of the foregoing, including, but not limited to, proceeds of any insurance policies, claims against third parties, and rents and profits of, each condemnation or requisition payments with respect to all or any of the foregoing; PROVIDEDand (xvi) notwithstanding anything herein to the contrary, that in no event shall the Collateral include, and no Grantor shall be deemed to have granted a security interest in, 35% of such Grantor's shares of each of its foreign Subsidiaries that are not include Canadian Guarantors under the Credit Agreement. All of the foregoing for each Grantor, together with the Real Estate covered by the Mortgages, all equity interests in Subsidiaries pledged to the Agent and all other property of any property of the Grantors in which is an Excluded Asset for as long as such property is an Excluded Asset, but if the Agent or any such property Lender may at any time ceases be granted a Lien as collateral for the Secured Obligations, is herein collectively referred to be an Excluded Asset, it shall immediately and automatically become part of as the Collateral without need for any additional grant of a security interest therein"Collateral." ---------- (b) In addition, to secure the prompt and complete payment, performance and observance All of the Secured Obligations and in order to induce the Trustee and the Initial Purchasers as aforesaid, the Grantor hereby grants to the Trustee as the Collateral Agent for the benefit shall be secured by all of the present and future Holders of Secured Obligations, a right of setoff against the property of the Grantor held by the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, for any purpose, including safekeeping, collection or pledge, for the account of the Grantor, or as to which the Grantor may have any right or powerCollateral.

GRANT OF LIEN. (a) To secure the prompt and complete paymentAs security for all Secured Obligations (as defined in Section 3), performance and observance of all of the Secured Obligations, the each Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers grants to the Trustee as the Collateral Agent Agent, for the benefit of the Agent and the Lenders, a continuing security interest in, lien on, assignment of and right of set-off against, all of the present and future Holders of Secured Obligations, a Lien upon all of its right, title and interest in, to and under all personal following property and other assetsassets of such Grantor, whether now owned by or owing to, existing or hereafter acquired by or arising in favor of the Grantor (including under any trade namesarising, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the Grantor, and regardless of where located (all of which being hereinafter collectively referred to as the "COLLATERAL"), includinglocated: (i) all Accounts; (ii) all Chattel PaperInventory; (iii) all Documentscontract rights; (iv) all General Intangibles (including payment intangibles and software, but excluding any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable law, including Sections 9-406 and 9-408 of the Code)Chattel Paper; (v) all Goods (including Inventory, P&E and Fixtures)Documents; (vi) all Instruments; (vii) all Investment PropertySupporting Obligations and Letter-of-Credit Rights; (viii) all Deposit AccountsGeneral Intangibles (including payment intangibles and Software); (ix) all money, cash or cash equivalents of the GrantorGoods; (x) all Supporting Obligations and all Letter-of-Credit Rights of the GrantorEquipment; (xi) all commercial tort claimsInvestment Property; (xii) all IP Collateral; (xiii) all Pledged Interests and all dividends, distributions, returns of capital, cash, warrants, options, rights, instruments, rights to vote or manage the business of any Person that is, or becomes, a direct Domestic Subsidiary or Material Foreign Subsidiary of such Grantor pursuant to organizational documents governing the rights and obligations of the stockholders, partners, members or other owners thereof and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Pledged Interests; PROVIDED, that if the issuer of any of such Pledged Interests is a Material Foreign Subsidiary, the Pledged Interests shall not include any shares of stock of such issuer in excess of the number of shares of such issuer possessing up to but not exceeding 65% of the voting power of all classes of capital stock entitled to vote of such issuer, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Pledged Interests; (xiv) all Pledged Debt and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Debt; (xv) all money, cash, cash equivalents, securities and other property of any kind of any Grantor held directly or indirectly by the Agent or any Lender; (xvi) all Deposit Accounts, credits, and balances with and other claims against the Agent or any Lender or any of their Affiliates or any other financial institution with which any Grantor maintains deposits, including any Payment Accounts; (xvii) all books, records and other property related to or referring to any of the foregoing, including books, records, account ledgers, data processing records, computer software and other property and General Intangibles at any time evidencing or relating to any of the foregoing; and (xiixviii) to the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions for and replacements forreplacements, products and rents and profits of, each proceeds of any of the foregoing, including, but not limited to, proceeds of any insurance policies, claims against third parties, and condemnation or requisition payments with respect to all or any of the foregoing. All of the foregoing, together with the Real Estate covered by the Mortgage(s), all equity interests in Subsidiaries pledged to the Agent and all other property of the Grantors in which the Agent or any Lender may at any time be granted a Lien as collateral for the Secured Obligations is herein collectively referred to as the "COLLATERAL". Notwithstanding anything herein to the contrary, in no event shall the Collateral include, and no Grantor shall be deemed to have granted a security interest in any of such Grantor's rights or interests in any license, contract or agreement to which such Grantor is a party or any of its rights or interests thereunder to the extent, but only to the extent, that such a grant would, under the terms of such license, contract or agreement or otherwise, result in a breach of the terms of, or constitute a default under, any license, contract or agreement to which such Grantor is a party (other than to the extent that any such term would be rendered ineffective pursuant to the UCC or any other applicable law (including the Bankruptcy Code) or principles of equity); PROVIDED, that immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall not include any property which include, and such Grantor shall be deemed to have granted a security interest in, all such rights and interests as if such provision had never been in effect. Each item of Collateral listed in this SECTION 2 that is an Excluded Asset for defined in Articles 8 or 9 of the UCC shall have the meaning set forth in the UCC, as long it exists on the date of this Agreement or as such property is an Excluded Asset, but if any such property at any time ceases to it may hereafter be an Excluded Assetamended, it shall immediately and automatically become part being the intention of the Grantors that the description of the Collateral without need set forth above be construed to include the broadest possible range of assets, except for assets expressly excluded as set forth herein. Notwithstanding anything herein to the contrary, neither the Borrower nor any additional grant of Grantor shall be deemed to have granted a security interest thereinin (i) any Principal Property, (ii) any capital stock of any Restricted Subsidiary, (iii) any Pledged Debt of or issued by any Restricted Subsidiary, (iv) any Intellectual Property Assets, (v) any shares of stock of any Material Foreign Subsidiary in excess of the number of shares of such Material Foreign Subsidiary possessing up to but not exceeding 65% of the voting power of all classes of capital stock entitled to vote of such issuer, or (vi) Equipment subject to an Equipment Financing Transaction permitted under the Credit Agreement. (b) In addition, to secure the prompt and complete payment, performance and observance All of the Secured Obligations and in order to induce the Trustee and the Initial Purchasers as aforesaid, the Grantor hereby grants to the Trustee as the Collateral Agent for the benefit shall be secured by all of the present and future Holders of Secured Obligations, a right of setoff against the property of the Grantor held by the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, for any purpose, including safekeeping, collection or pledge, for the account of the Grantor, or as to which the Grantor may have any right or powerCollateral.

GRANT OF LIEN. (a) To secure the prompt and complete payment, performance and observance of all of the Secured ObligationsObligations and all renewals, the extensions, restructurings and refinancings thereof, and all obligations, liabilities, and indebtedness of Grantors arising under this Agreement, each Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Trustee as the Collateral Agent Agent, for itself and the benefit of all of the present and future Holders of Secured ObligationsLenders, a Lien upon all of its right, title and interest in, to and under all personal property and other assets, whether now owned by or owing to, or hereafter acquired by or arising in favor of the such Grantor (including under any trade names, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the to, such Grantor, and regardless of where located (all of which being hereinafter collectively referred to as the "COLLATERALCollateral"), including: (i) all Accounts; (ii) all Chattel Paper; (iii) all Documents; (iv) all General Intangibles (including all Payment Intangibles (as defined in the Code), trademarks, patents, copyrights, other intellectual property and licenses thereof, payment intangibles and software, but excluding any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable law, including Sections 9-406 and 9-408 of the CodeSoftware); (v) all Goods (including Inventory, P&E Equipment and Fixtures); (vi) all Instruments; (vii) all Investment Property; (viii) all Deposit AccountsAccounts (as defined in the Code) of such Grantor, including all blocked accounts and all other bank accounts and all deposits therein; (ix) all money, cash or cash equivalents Cash Equivalents of the such Grantor; (x) all Supporting Obligations (as defined in the Code) and all Letter-of-Credit Rights (as defined in the Code) of the such Grantor; (xi) all Intercompany Notes; (xii) the following commercial tort claims: none; and (xiixiii) to the extent not otherwise included, all ProceedsProceeds (as defined in the Code), tort claims, insurance claims and other rights to payments not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions and replacements for, and income, benefits, rents and profits of, each of the foregoing; PROVIDEDforegoing and, that to the Collateral shall not include extent related to any property which is an Excluded Asset for as long as such property is an Excluded Asset, but if any such property at any time ceases to be an Excluded Asset, it shall immediately and automatically become part of the Collateral foregoing, all books, correspondence, credit files, records, invoices, and other papers (including without need limitation all tapes, cards, computer runs and other papers and documents in the possession or under the control of such Grantor or any computer bureau or service company from time to time acting for any additional grant of a security interest thereinsuch Grantor). (b) In addition, to secure the prompt and complete payment, performance and observance of the Secured Obligations Obligations, all renewals, extensions, restructurings and refinancings thereof and all obligations, liabilities and indebtedness of Grantors arising under this Agreement, and in order to induce the Trustee Agent and the Initial Purchasers Lenders as aforesaid, the each Grantor hereby grants to the Trustee as the Collateral Agent Agent, for itself and the benefit of the present and future Holders of Secured ObligationsLenders, a right of setoff against the property of the such Grantor held by the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured ObligationsLender, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured ObligationsLender, for any purpose, including safekeeping, collection or pledge, for the account of the such Grantor, or as to which the such Grantor may have any right or power. (c) Notwithstanding the foregoing, property now or hereafter constituting collateral pledged under any Pledge Agreement, all equity interests in any Subsidiary of each Grantor and all equity interests in DRF 12000 Portland, LLC shall not constitute Collateral under this Agreement and, in the case of collateral pledged under any Pledge Agreement, shall be governed by such Pledge Agreement.

GRANT OF LIEN. (a) To secure the prompt and complete payment, performance and observance of all of the Secured Guaranteed Obligations, the each Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Trustee as the Collateral Agent Agent, for the benefit of all of the present and future Holders of Secured ObligationsParties, a security interest in and Lien that is prior to any Lien or security interest other than Permitted Encumbrances upon all of its right, title and interest in, to and under all property, including personal property and other assets, whether now owned by or owing to, or hereafter acquired by or arising in favor of the such Grantor (including under any trade names, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the to, such Grantor, and regardless of where located (all of which being hereinafter collectively referred to as the "COLLATERAL"“Collateral”), including, without limitation, the following: (i) all Accounts; (ii) all Chattel PaperPaper (including Electronic chattel paper and Tangible chattel paper); (iii) all Documents; (iv) all General Intangibles (including payment Payment intangibles and software, but excluding any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable law, including Sections 9-406 Software and 9-408 of the Codetax refunds); (v) all Goods (including Inventory, P&E and Fixtures)Contracts; (vi) all Licenses; (vii) all Goods (including Inventory, Equipment and Fixtures); (viii) all Consumer Loans; (ix) all Instruments; (viix) all Investment Property; (viiixi) all Intellectual Property; (xii) all Deposit AccountsAccounts and Securities Accounts of any Grantor, and all other bank accounts and all deposits therein; (ixxiii) all money, cash or cash equivalents of the any Grantor; (xxiv) all Supporting Obligations and all Letter-of-Credit Rights credit rights of the any Grantor; (xixv) all commercial Commercial tort claims; (xvi) without limiting any of the foregoing, all Portfolios and Portfolio Acquisition Documents and all accounts receivable, consumer receivables, rights to payment of a monetary obligation, whether or not earned by performance, and other Accounts constituting any or all of the Portfolios; (xvii) the Collateral (as defined in the Senior Lender Intercreditor Agreement); and (xiixviii) all right, title and interest of Grantors in and to all servicing agreements, master servicing agreements, servicing and collection agreements and other similar contracts and agreements relating to any Portfolio (or any portion of a Portfolio) or Account (the “Servicing Agreements”) and any right to payment arising under the Servicing Agreements; and to the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing; PROVIDED. Notwithstanding the foregoing, that the Collateral shall not include any property which is an Excluded Asset for as long as such property is an Excluded Asset, but assets leased or licensed to any Grantor from any unaffiliated third party if any such property at any time ceases to be an Excluded Asset, it shall immediately and automatically become part of the Collateral without need for any additional grant granting of a security interest thereintherein is prohibited by or otherwise would materially breach the terms of such lease or license (the property covered by such lease or license being hereinafter referred to as “Excluded Assets”). (b) In additionSubject to the terms of the Guaranty, to secure the prompt and complete payment, performance and observance of the Secured Obligations and in order to induce the Trustee and the Initial Purchasers as aforesaidGuaranteed Obligations, the each Grantor hereby grants to the Trustee as the Collateral Agent Agent, for itself and the benefit of the present and future Holders of Secured ObligationsParties, a right of setoff against the property of the Grantor held by the Credit Agreement Agent, the Trustee, the Cash Collateral Agent or any present or future Holder of Secured Obligations, consisting of property described above in Section 2(a) now or hereafter Account (as defined in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, for any purpose, including safekeeping, collection or pledge, for the account of the Grantor, or as to which the Grantor may have any right or powerGuaranty).

GRANT OF LIEN. (a) To secure the prompt and complete payment, performance and observance of all of the Obligations (as such term is defined in the Letter of Credit Agreement), including, without limitation, all of Debtor's Obligations under the Letter of Credit Agreement, the Revolving Credit Agreement and the Other Credit Documents, all of the Grantor Subsidiaries' payment and performance obligations under the Guaranty and all obligations of the Grantors now or hereafter existing under this Agreement including, without limitation, all fees, costs and expenses whether in connection with collection actions hereunder or otherwise (collectively, the "Secured Obligations"), and subject to the terms and conditions of this Agreement, each Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Trustee as the Collateral Agent Secured Party, for the benefit of all of the present itself and future Holders of Secured Obligationsits Affiliates, a Lien upon all of its right, title and interest in, to and under all personal property and other assetsthe following property, whether now owned by or owing to, to or hereafter acquired by or arising in favor of the such Grantor (including under any trade names, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the Grantor, and regardless of where located (all of which being hereinafter collectively referred to as the "COLLATERALCollateral"), including:): (i) all AccountsReceivables; (ii) all Chattel Paper; monies, securities and other property now or hereafter in the possession or custody of, or in transit to, Secured Party, for any purpose (including safekeeping, collection or pledge), from or for any Grantor, or as to which any Grantor may have any right or power, and all of Secured Party's credits and balances with any Grantor existing at any time; and (iii) all Documents; (iv) all General Intangibles (including payment intangibles and software, but excluding any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable law, including Sections 9-406 and 9-408 of the Code); (v) all Goods (including Inventory, P&E and Fixtures); (vi) all Instruments; (vii) all Investment Property; (viii) all Deposit Accounts; (ix) all money, cash or cash equivalents of the Grantor; (x) all Supporting Obligations and all Letter-of-Credit Rights of the Grantor; (xi) all commercial tort claims; and (xii) to the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing proceeds and products of the foregoing and all accessions to, and substitutions and replacements for, and rents and profits of, each of the foregoing; PROVIDED, that the Collateral shall not include any property which is an Excluded Asset for as long as such property is an Excluded Asset, but if any such property at any time ceases to be an Excluded Asset, it shall immediately and automatically become part of the Collateral without need for any additional grant of a security interest therein. (b) In addition, to secure the prompt and complete payment, performance and observance of the Secured Obligations and in order to induce the Trustee and the Initial Purchasers Secured Party as aforesaid, the each Grantor hereby grants to the Trustee as the Collateral Agent Secured Party, for the benefit of the present itself and future Holders of Secured Obligationsits Affiliates, a right of setoff against the property of the such Grantor held by the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured ObligationsParty, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured ObligationsParty, for any purpose, including safekeeping, collection or pledge, for the account of the such Grantor, or as to which the such Grantor may have any right or power. (c) All Liens, security interests and other rights, titles and interests of Secured Party on behalf of itself and its Affiliates under this Security Agreement in and to the Collateral and all rights and remedies of Secured Party hereunder are subject to the terms and conditions of the Intercreditor Agreement. Notwithstanding anything herein to the contrary, the grant of the foregoing security interest shall be effective automatically (without notice or any other action) on (but not prior to) the Initial Funding Date and shall remain effective until the Termination Date.

GRANT OF LIEN. (a) To secure the prompt and complete payment, performance and observance of As security for all of the Secured its Obligations, the each Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers grants to the Trustee as the Collateral Agent Agent, for the benefit of the Agent and the Lenders, a continuing security interest in and lien on all of the present and future Holders of Secured Obligations, a Lien upon all of its right, title and interest in, to and under all personal following property and other assetsassets of such Grantor, whether now owned by or owing to, existing or hereafter acquired by or arising in favor of the Grantor (including under any trade namesarising, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the Grantor, and regardless of where located (all of which being hereinafter collectively referred to as the "COLLATERAL"), includinglocated: (i) all Accounts; (ii) all Chattel PaperInventory; (iii) all Chattel Paper; (iv) all Documents; (ivv) all Instruments; (vi) all Supporting Obligations and Letter-of-Credit Rights; (vii) all General Intangibles (including payment intangibles and softwareSoftware), excluding, however, rights under (but not excluding Proceeds of) any Contract lease, contract or agreement (including, without limitation, any license), that contains an enforceable restriction on such Grantor's right to grant the security interest to the Agent contemplated by its terms prohibits any Lienthis Security Agreement, where unless and until such prohibition is effective under applicable law, including Sections 9-406 and 9-408 Grantor shall have obtained consent from the relevant party or parties thereto to the grant of the Code)such security interest; (vviii) all Goods (including Inventory, P&E and Fixtures)Goods; (viix) all InstrumentsEquipment; (viix) all Investment Property; (viiixi) all Insurance Receivables Rights; (xii) all money, cash, cash equivalents, securities and other property of any kind of such Grantor held directly or indirectly by the Agent or any Lender; (xiii) all of such Grantor's Deposit Accounts, credits, and balances with and other claims against the Agent or any Lender or any of their Affiliates or any other financial institution with which such Grantor maintains deposits, including any Payment Accounts; (ixxiv) all moneybooks, cash records and other property related to or cash equivalents referring to any of the Grantor; (x) all Supporting Obligations foregoing, including books, records, account ledgers, data processing records, computer software and all Letter-of-Credit Rights other property and General Intangibles at any time evidencing or relating to any of the Grantor; (xi) all commercial tort claimsforegoing; and (xiixv) to the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions for and replacements forreplacements, products and rents and profits of, each proceeds of any of the foregoing; PROVIDED, that the Collateral shall not include any property which is an Excluded Asset for as long as such property is an Excluded Assetincluding, but not limited to, proceeds of any insurance policies, claims against third parties, and condemnation or requisition payments with respect to all or any of the foregoing. All of the foregoing, together with the Real Estate covered by Mortgage(s) (if any), and all other personal property of the Grantors in which the Agent or any such property Lender may at any time ceases be granted a Lien as collateral for the Obligations, is herein collectively referred to be an Excluded Asset, it shall immediately and automatically become part of as the Collateral without need for any additional grant of a security interest therein"Collateral." (b) In addition, to secure the prompt and complete payment, performance and observance All of the Secured Obligations and in order to induce the Trustee and the Initial Purchasers as aforesaid, the Grantor hereby grants to the Trustee as the Collateral Agent for the benefit shall be secured by all of the present and future Holders of Secured Obligations, a right of setoff against the property of the Grantor held by the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, for any purpose, including safekeeping, collection or pledge, for the account of the Grantor, or as to which the Grantor may have any right or powerCollateral.

GRANT OF LIEN. (a) To secure the prompt and complete payment, performance and observance of As security for all of the Secured Obligations, the Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers grants to the Trustee as the Collateral Agent Agent, for the benefit of the Agent, the Trustee and the Holders, a continuing security interest in and lien on all right, title and interest of the Grantor in all personal and real property and fixtures, whether now owned or hereafter acquired or existing, and wherever located (together with all other collateral security for the Obligations at any time granted to or held or acquired by the Agent, collectively, the “Collateral”), including: (a) all Accounts; (b) all general intangibles, including, without limitation, all Intellectual Property; (c) all goods, including, without limitation, Inventory and Equipment; (d) all Real Property and fixtures; (e) all chattel paper (including all tangible and electronic chattel paper); (f) all Instruments (including all promissory notes); (g) all Documents; (h) all deposit accounts; (i) all letters of credit, banker’s acceptances and similar instruments and including all letter-of-credit rights; (j) all supporting obligations and all present and future Holders of Secured Obligationsliens, a Lien upon all of its rightsecurity interests, rights, remedies, title and interest in, to and under all personal property in respect of Receivables and other assetsCollateral, whether now owned by including (i) rights and remedies under or owing relating to guaranties, contracts of suretyship, letters of credit and credit and other insurance related to the Collateral, (ii) rights of stoppage in transit, replevin, repossession, reclamation and other rights and remedies of an unpaid vendor, lienor or secured party, (iii) goods described in invoices, documents, contracts or instruments with respect to, or hereafter acquired by otherwise representing or arising in favor of the Grantor (evidencing, Receivables or other Collateral, including under any trade namesreturned, styles or derivations thereof)repossessed and reclaimed goods, and whether owned (iv) deposits by and property of account debtors or consigned by or to, or leased from or to other persons securing the Grantor, and regardless obligations of where located account debtors; (k) all of which being hereinafter collectively referred to as the "COLLATERAL"), including: (i) all Accounts; investment property (including securities, whether certificated or uncertificated, securities accounts, security entitlements, commodity contracts or commodity accounts) and (ii) all Chattel Paper; (iii) all Documents; (iv) all General Intangibles (including payment intangibles and softwaremonies, but excluding any Contract that by its terms prohibits any Liencredit balances, where such prohibition is effective under applicable law, including Sections 9-406 and 9-408 of the Code); (v) all Goods (including Inventory, P&E and Fixtures); (vi) all Instruments; (vii) all Investment Property; (viii) all Deposit Accounts; (ix) all money, cash or cash equivalents of the Grantor; (x) all Supporting Obligations and all Letter-of-Credit Rights of the Grantor; (xi) all commercial tort claims; and (xii) to the extent not otherwise included, all Proceeds, tort claims, insurance claims deposits and other rights to payments not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing; PROVIDED, that the Collateral shall not include any property which is an Excluded Asset for as long as such property is an Excluded Asset, but if any such property at any time ceases to be an Excluded Asset, it shall immediately and automatically become part of the Collateral without need for any additional grant of a security interest therein. (b) In addition, to secure the prompt and complete payment, performance and observance of the Secured Obligations and in order to induce the Trustee and the Initial Purchasers as aforesaid, the Grantor hereby grants to the Trustee as the Collateral Agent for the benefit of the present and future Holders of Secured Obligations, a right of setoff against the property of the Grantor held by the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, consisting of property described above in Section 2(a) now or hereafter in the possession held or custody of received by or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent any Holder or any present of their respective Affiliates or future Holder of Secured Obligations, for at any purpose, including safekeeping, collection other depository or pledge, other institution from or for the account of the Grantor, whether for safekeeping, pledge, custody, transmission, collection or as otherwise; (l) all commercial tort claims; (m) to which the Grantor may have extent not otherwise described above, all Receivables; (n) all Records; and (o) all products and proceeds of the foregoing, in any right form, including insurance proceeds and all claims against third parties for loss or powerdamage to or destruction of or other involuntary conversion of any kind or nature of any or all of the other Collateral. Notwithstanding the foregoing, “Collateral” shall not include the Excluded Collateral.

GRANT OF LIEN. (a) To secure the prompt and complete payment, performance and observance of all of the Secured Obligations, the each Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Trustee as the Collateral Agent for the benefit of all of the present and future Holders of Secured Obligations, a Lien upon all of its right, title and interest in, to and under all personal property (other than the rights of Grantors under the Lease Documents and other assetsproceeds thereof), whether now owned by or owing to, or hereafter acquired by or arising in favor of the such Grantor (including under any trade names, styles or derivations thereof)thereon, and whether owned or consigned by or to, or leased from or to the to, such Grantor, and regardless of where located (all of which being hereinafter collectively referred to as the "COLLATERAL"“Collateral”), including: (i) all Accounts; (ii) all Chattel PaperEquipment, Goods, Inventory and Fixtures; (iii) all DocumentsDocuments (as defined in the NY UCC), Instruments and Chattel Paper; (iv) all General Intangibles Letters of Credit (including payment intangibles as defined in the NY UCC) and software, but excluding any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable law, including Sections 9Letter-406 and 9of-408 of the Code)Credit Rights; (v) all Goods (including Inventory, P&E and Fixtures)Securities Collateral; (vi) all InstrumentsInvestment Property (excluding any Securities Collateral and any Capital Stock that is Excluded Property); (vii) all Investment PropertyIntellectual Property Collateral; (viii) all Deposit Accountsthe Commercial Tort Claims described on Schedule V hereto; (ix) all Deposit Accounts of any Grantor and all other bank accounts and all deposits therein; (x) all General Intangibles; (xi) all money, cash or cash equivalents of the any Grantor; (xxii) all Supporting Obligations and all Letter-of-Credit Rights of the any Grantor; (xixiii) all commercial tort claimsbooks and records relating to the Collateral; and (xiixiv) to the extent not otherwise includedall other personal property of such Grantor, whether tangible or intangible, and all Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing Proceeds and products of each of the foregoing and all accessions accessories to, substitutions and replacements for, and rents rents, profits and profits products of, each of the foregoing; PROVIDED, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiv) above, the security interest created by this Security Agreement shall not extend to, and the term “Collateral” shall not include, (a) any Excluded Property or (b) any Capital Stock of any Subsidiary of the Company to the extent necessary for such Subsidiary not to be subject to any requirement pursuant to Rule 3-16 of Regulation S-X under the Securities Act of 1933 to file separate financial statements with the SEC (or any other governmental agency) (but only to the extent necessary to not subject such Subsidiary to such requirement and only for so long as required to not subject such Subsidiary to such requirement). The Grantors shall from time to time at the reasonable request of the Collateral Agent (which request shall refer to this Section 2(a)) give written notice to the Collateral Agent identifying in reasonable detail the Excludable Property (and stating in such notice that such Excludable Property constitutes “Excluded Property”) and shall provide to the Collateral Agent such other information regarding the Excludable Property as the Collateral Agent may reasonably request. From and after the Issue Date, no Grantor shall permit to become effective in any agreement or other document creating, governing or providing for any material permit, lease or license, a provision that would prohibit the creation of a Lien on such permit, lease or license in favor of the Collateral Agent unless such Grantor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type. In addition, notwithstanding anything herein to the Collateral shall not include contrary, in the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any property other law, rule or regulation is adopted, which is an Excluded Asset for as long as would permit) such property is an Excluded AssetSubsidiary’s Capital Stock and other securities to secure the Secured Obligations in excess of the amount then pledged without the filing with the SEC (or any other governmental agency) of separate financial statements of such Subsidiary, but if any then the Capital Stock and other securities of such property at any time ceases Subsidiary will automatically be deemed to be an Excluded Asset, it shall immediately and automatically become a part of the Collateral without need Pledged Securities for the Secured Obligations but only to the extent necessary to not subject such Subsidiary to any additional grant of a security interest thereinsuch financial statement requirement and only to the extent such Capital Stock would otherwise qualify as “Pledged Securities.” (b) In addition, to secure the prompt and complete payment, performance and observance of the Secured Obligations and in order to induce the Trustee and the Initial Purchasers Collateral Agent as aforesaid, the each Grantor hereby grants to Collateral Agent, upon the Trustee as occurrence and during the Collateral Agent for the benefit continuance of the present and future Holders an Event of Secured ObligationsDefault, a right of setoff set-off against the property Collateral of the such Grantor held by the Credit Agreement Collateral Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Collateral Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, for any purpose, including safekeeping, collection or pledge, for the account of the such Grantor, or as to which the such Grantor may have any right or power. (c) Notwithstanding anything herein to the contrary, the lien and security interest granted to the Collateral Agent pursuant to this Security Agreement shall be subject to the provisions of the Intercreditor Agreement.

GRANT OF LIEN. (a) To secure As security for the due and prompt payment and complete paymentperformance when due (whether at the stated maturity, performance and observance by acceleration or otherwise) by each Grantor of all of the Secured Obligations, the Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Trustee as the Collateral Agent for the benefit of all of the its present and future Holders of Obligations (such Obligations, as to any Grantor, being the “Secured Obligations” of such Grantor), each Grantor hereby grants to the Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a Lien upon security interest (the “Security Interest”) in and continuing lien on all of its such Grantor’s right, title and interest in, in or to any and under all personal property of the following properties and other assetsassets of such Grantor and all powers and rights of such Grantor in all of the following (including the power to transfer rights in the following), whether now owned by or owing to, existing or at any time hereafter acquired by or arising in favor of the Grantor (including under any trade namesarising, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the Grantor, and regardless of where located (all of which being hereinafter collectively referred to as collectively, the "COLLATERAL"), including:“Collateral”): (i) all Accounts; (ii) all Chattel PaperInventory, including all Rental Equipment; (iii) all Documentsleases of Inventory, Equipment and other Goods (whether or not in the form of a lease agreement), including all Leases; (iv) all General Intangibles (including payment intangibles and software, but excluding documentation evidencing rights in any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable lawInventory or Equipment, including Sections 9-406 all certificates, certificates of title, manufacturer’s statements of origin, and 9-408 of the Code)other collateral instruments; (v) all Goods (contract rights, including Inventory, P&E and Fixtures)contract rights in respect of any Like-Kind Exchange; (vi) all InstrumentsChattel Paper; (vii) all Investment PropertyDocuments; (viii) all Deposit AccountsInstruments; (ix) all money, cash or cash equivalents of the GrantorSupporting Obligations and Letter-of-Credit Rights; (x) all Supporting Obligations General Intangibles (including Payment Intangibles and Software); (xi) all Goods; (xii) all Equipment; (xiii) all Investment Property, including the following (the “Security Collateral”): (A) the Initial Pledged Equity and the certificates, if any, representing the Initial Pledged Equity, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Initial Pledged Equity and all subscription warrants, rights or options issued thereon or with respect thereto; (B) all additional shares of stock and other equity interests of or in any issuer of the Initial Pledged Equity, any successor entity or any other entity from time to time organized, created or acquired by such Grantor in any manner (such equity interests, together with the Initial Pledged Equity, being the “Pledged Equity”), and the certificates, if any, representing such additional shares or other equity interests, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares or other equity interests and all subscription warrants, rights or options issued thereon or with respect thereto; (C) the Initial Pledged Debt and the instruments, if any, evidencing the Initial Pledged Debt, and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Initial Pledged Debt; and (D) all additional indebtedness from time to time owed to such Grantor (such indebtedness, together with the Initial Pledged Debt, being the “Pledged Debt”) and the instruments, if any, evidencing such indebtedness, and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (xiv) all money, cash, cash equivalents, securities and other property of any kind of such Grantor held directly or indirectly by the Agent, any Lender, the Collateral Agent (as defined in the “Notes Security Agreement” defined in the 3⅞% Senior Secured Note Indenture (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Notes Security Agreement”)), the Agent (as defined in the “Security Agreement” defined in the TLB Credit Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “TLB Security Agreement”)), any Lender (as defined in the TLB Credit Agreement), any Second Lien Agent (as defined in the Notes Security Agreement) or any of their Affiliates; (xv) all of such Grantor’s Material Accounts, credits and balances with and other claims against the Agent, any Lender, the Collateral Agent (as defined in the Notes Security Agreement), the Agent (as defined in the TLB Security Agreement), any Lender (as defined in the TLB Credit Agreement), any Second Lien Agent (as defined in the Notes Security Agreement) or any of their Affiliates or any other financial institution with which such Grantor maintains deposits, including all Payment Accounts; (xvi) all books, records and other property related to or referring to any of the foregoing, including books, records, account ledgers, data processing records, computer software and other property; and (xvii) all accessions to, substitutions for and replacements, products and proceeds of any of the foregoing, including, but not limited to, proceeds of any insurance policies, claims against third parties and condemnation or requisition payments with respect to all or any of the foregoing; provided, however, the “Collateral” shall not include the following (collectively, the “Excluded Assets”): (b) any rights, titles or interests of a Grantor in any instrument, permit, General Intangible, Lease, license or agreement to which such Grantor is a party (other than any of the foregoing with or by any other Grantor or any Subsidiary or other controlled Affiliate of a Grantor) or any of its right, title or interest thereunder to the extent, but only to the extent, that a grant of a security interest therein to the Agent would, under the terms of such instrument, permit, General Intangible, Lease, license or agreement, result in a breach of the terms of, or constitute a default under, or result in the abandonment, invalidation or unenforceability of or create a right of termination in favor of or require the consent (which has not been obtained or waived) of any other party under, such instrument, permit, General Intangible, Lease, license or agreement; provided that the foregoing exclusion shall not be construed to apply to the extent any such term is ineffective or unenforceable under the UCC (including Sections 9-406, 9-407, 9-408 or 9-409) or any other applicable law so that no breach, default, abandonment, invalidity or unenforceability would occur; (c) any asset to the extent the granting of a security interest therein to the Agent is prohibited by applicable law or would require the consent, approval, license or authorization of any Governmental Authority or, except with respect to any Rental Equipment, Merchandise and Consumables Inventory, any proceeds of any of the foregoing, any Material Accounts into which any such proceeds are deposited, or any books or records related to any of the foregoing, other third party (except a Grantor or any Subsidiary or other controlled Affiliate of a Grantor) that has not been obtained or waived; provided that the foregoing exclusion shall not be construed to apply to the extent any such prohibition or requirement for consent, approval, license or authorization is ineffective or unenforceable under the UCC (including Sections 9-406, 9-407, 9-408 or 9-409) or any other applicable law; (d) to the extent U.S. Obligations are secured thereby, any of the outstanding voting equity or other voting ownership interests of a Foreign Subsidiary or Foreign Subsidiary Holding Company in excess of 65% of the voting power of all classes of equity or other ownership interests of such Foreign Subsidiary or Foreign Subsidiary Holding Company entitled to vote; (e) any “intent-to-use” United States of America based trademark or service mxxx application until such time that a statement of use has been filed with the United States Patent and Trademark Office (the “USPTO”) for such application, unless the grant of a security interest therein would not render such “intent-to-use” based trademark or service mxxx application invalid or subject to cancellation; (f) any property that is subject to a Lien securing purchase money obligations, Capital Lease Obligations or sale/leaseback Indebtedness permitted under the Credit Agreement pursuant to documents that prohibit such Grantor from granting any other Liens in such property, and such prohibition has not been or is not waived or the consent of the other party to such contract has not been or is not otherwise obtained or under Requirements of Law such prohibition cannot be waived, and only for so long as such Indebtedness remains outstanding; (g) (i) any assets subject to a Securitization Transaction or (ii) Accounts, Leases, contractual rights or any other assets subject to any Like-Kind Exchange; (i) the equity interests, and any certificates or instruments in respect thereof, in any unlimited liability company organized under the laws of Nova Scotia, (ii) equity interests in Immaterial Subsidiaries and (iii) equity interests in Unrestricted Subsidiaries, provided that for each of clauses (ii)-(iii), such equity interests will only be Excluded Assets to the extent such equity interests do not constitute “Collateral” (or words of like import) securing Indebtedness or other obligations in respect of the TLB Credit Agreement or any other Indebtedness incurred under Section 8.1(c) of the Credit Agreement and are not otherwise subject to any Liens incurred under Section 8.2(c) of the Credit Agreement, provided further, that if such equity interests cease to constitute “Collateral” (or words of like import) in respect of the TLB Credit Agreement or any other Indebtedness incurred under Section 8.1(c) of the Credit Agreement automatically upon their ceasing to constitute Collateral under the Credit Agreement, then those such equity interests would still constitute Excluded Assets; (i) the equity interests, and any certificates or instruments in respect thereof, in any joint venture or non-wholly owned Subsidiary, the governing agreements of which prohibit the pledge or other granting of security over equity interests in such Subsidiary and such prohibition has not been or is not waived or the consent of the other party to such contract has not been or is not otherwise obtained or under Requirements of Law such prohibition cannot be waived; (j) any real property or any fee interest or leasehold interest in real property, including fixtures affixed or attached thereto; (k) any Titled Goods (other than Merchandise and Consumables Inventory and Rental Equipment); (l) any Letter-of-Credit Rights not constituting Supporting Obligations in respect of any Collateral to the extent any of the Grantors is required by applicable law or contract to apply the proceeds of a drawing of such letter of credit for a specified purpose (other than a payment to a Grantor); (xim) all commercial tort claimsany right, title or interest in or to any copyrights, copyright licenses, patents, patent applications, patent licenses, trade secrets, trade secret licenses, trademarks, service marks, trademark and service mxxx applications, trade names, trade dress, trademark licenses, technology, know-how and processes or any other intellectual property, in each case, governed by or arising or existing under, pursuant to or by virtue of the laws of any jurisdiction other than the United States of America or any state thereof; and (xiin) any asset with respect to which the extent not otherwise included, all Proceeds, tort claims, insurance claims Agent and other rights to payments not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing; PROVIDED, Company have reasonably agreed that the Collateral shall not include cost, tax consequences or any property which is an Excluded Asset for as long as such property is an Excluded Asset, but if any such property at any time ceases to be an Excluded Asset, it shall immediately and automatically become part legal or regulatory consequences of the Collateral without need for any additional grant of creating and/or perfecting a security interest therein. (b) In additiontherein is excessive in relation to the benefit to the Secured Parties of the security to be afforded thereby, or where the Agent and the Company have otherwise agreed that such assets shall not be included as Collateral. Subject to secure the prompt and complete paymentany limitations set forth herein, performance and observance all of the Secured Obligations and in order to induce the Trustee and the Initial Purchasers as aforesaid, the of any Grantor hereby grants to the Trustee as shall be secured by all of the Collateral Agent for the benefit of such Grantor and any other property of such Grantor that secures any of the present and future Holders of Secured Obligations, a right of setoff against the property of the Grantor held by the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, for any purpose, including safekeeping, collection or pledge, for the account of the Grantor, or as to which the Grantor may have any right or power.

GRANT OF LIEN. (a) To secure Subject to the prompt Permitted Senior Liens and complete paymentthe Carve-Out Reserve, performance and observance of all of the Secured Obligations, the each Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Trustee as the Collateral Agent for the benefit of all of the present and future Holders of Secured Obligations, a Lien upon all of its right, title and interest in, to and under all personal property property, fixtures and other assets, whether now owned by or owing to, or hereafter acquired by or arising in favor of the such Grantor (including under any trade names, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the to, such Grantor, and regardless of where located (all of which being hereinafter collectively referred to as the "COLLATERAL")“Collateral”) in order to secure the prompt and complete payment, performance and observance of all of the Secured Obligations, including, without limitation: (i) all Accounts; (ii) all Chattel Paper; (iii) all Documents; (iv) all General Intangibles (including payment intangibles and software, but excluding any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable law, including Sections 9-406 and 9-408 of the CodeSoftware); (v) all Goods (including Inventory, P&E Equipment and Fixtures); (vi) all Instruments; (vii) all Investment PropertyProperty (other than Capital Securities of Subsidiaries); (viii) all Deposit Accounts, of any Grantor, including all Blocked Accounts, Concentration Accounts, depository accounts, Disbursement Accounts, and all other bank accounts and all deposits therein; (ix) all money, cash or cash equivalents of the any Grantor; (x) all Supporting Obligations and all Letter-of-Credit Rights of the any Grantor; (xi) all commercial tort claimsthe Commercial Tort Claims described on Schedule V hereto; and (xii) to the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing; PROVIDED, that including, without limitation, the Collateral shall not include any property which is an Excluded Asset for as long as such property is an Excluded AssetProceeds of the claims and causes of action arising under Sections 544, 545, 547, 548, 549 and 550 of the Bankruptcy Code, but if any such property at any time ceases not the claims and causes of action. Notwithstanding the foregoing, no Lien shall be deemed to be granted in any trademark application filed on an Excluded Asset, it shall immediately intent-to-use basis until such time as a statement of use has been filed and automatically become part of accepted by the Collateral without need for any additional grant of a security interest thereinUnited States Patent and Trademark Office. (b) In addition, to secure the prompt and complete payment, performance and observance of the Secured Obligations and in order to induce the Trustee and the Initial Purchasers Collateral Agent as aforesaid, the each Grantor hereby grants to Collateral Agent, upon the Trustee as occurrence and during the continuance of an Event of Default and the giving of Required Notice by the Collateral Agent for the benefit of the present and future Holders of Secured ObligationsAgent, a right of setoff set-off against the property of the such Grantor held by the Credit Agreement Collateral Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Collateral Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, for any purpose, including safekeeping, collection or pledge, for the account of the such Grantor, or as to which the such Grantor may have any right or power. (c) The security interests granted herein and the other obligations of the Grantors hereunder shall have the priority and status set forth in the Financing Orders.

GRANT OF LIEN. (a) To secure the prompt and complete payment, performance and observance of all of the Secured Obligations, the Grantor Grantors hereby grantsgrant, assignsassign, conveysconvey, mortgagesmortgage, pledgespledge, hypothecates hypothecate and transfers transfer to the Trustee as the Collateral Agent for the benefit of all of the present and future Holders of Secured Obligations, Party a Lien upon all of its Grantors' right, title and interest in, to and under all personal property and other assets, whether now owned by or owing to, or hereafter acquired by or arising in favor of the Grantor Grantors (including under any trade names, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the Grantorto, Grantors, and regardless of where located (all of which being hereinafter collectively referred to as the "COLLATERALCollateral"), including: (i) all Accounts; (ii) all Chattel Paper; (iii) all Documents; (iv) all General Intangibles (including all Products, Contracts, Intellectual Property, and payment intangibles and software, but excluding any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable law, including Sections 9-406 and 9-408 of the Codeintangibles); (v) all Goods (including Inventory, P&E Equipment and Fixtures); (vi) all Instruments; (vii) all Investment Property; (viii) all Deposit AccountsAccounts and all other bank accounts and all deposits therein; (ix) all money, cash or cash equivalents of the GrantorGrantors; (x) all Supporting Obligations and all Letter-of-Credit Rights of the Grantor; (xi) all commercial tort claimsGrantors; and (xiixi) to the extent not otherwise included, all Proceeds, tort claims, claims insurance claims and other rights to payments not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing; PROVIDED, that the Collateral shall not include any property which is an Excluded Asset for as long as such property is an Excluded Asset, but if any such property at any time ceases to be an Excluded Asset, it shall immediately and automatically become part of the Collateral without need for any additional grant of a security interest therein. (b) In addition, to secure the prompt and complete payment, performance and observance of the Secured Obligations and in order to induce the Trustee and the Initial Purchasers Secured Party as aforesaid, the Grantor Grantors hereby grants grant to the Trustee as the Collateral Agent for the benefit of the present and future Holders of Secured Obligations, Party a right of setoff set-off against the property of the Grantor Grantors held by the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured ObligationsParty, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured ObligationsParty, for any purpose, including safekeeping, collection or pledge, for the account of the GrantorGrantors, or as to which the Grantor Grantors may have any right or power.

GRANT OF LIEN. (a) To secure the prompt and complete payment, performance and observance of all of the Secured Obligations, the Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Trustee as the Collateral Agent Agent, for itself and the benefit of all of the present and future Holders of Secured ObligationsLenders, a Lien upon all of its right, title and interest in, to and under all personal property and other assets, whether now owned by or owing to, or hereafter acquired by or arising in favor of the Grantor (including under any trade names, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the to, Grantor, and regardless of where located (all of which being hereinafter collectively referred to as the "COLLATERALCollateral"), including: (i) all Accounts; (ii) all Chattel Paper; (iii) all Documents; (iv) all General Intangibles (including payment intangibles and software, but excluding any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable law, including Sections 9-406 and 9-408 of the CodeSoftware); (v) all Goods (including Inventory, P&E Equipment and Fixtures); (vi) all Instruments; (vii) all Investment Property; (viii) all Deposit Accounts, of Grantor, including all Blocked Accounts, Concentration Accounts, Disbursement Accounts, and all other bank accounts and all deposits therein; (ix) all money, cash or cash equivalents of the Grantor; (x) all Supporting Obligations and all Letter-of-Credit Rights of the Grantor; (xi) all commercial tort claims; and (xii) to the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing; PROVIDED, that the Collateral shall not include any property which is an Excluded Asset for as long as such property is an Excluded Asset, but if any such property at any time ceases to be an Excluded Asset, it shall immediately and automatically become part of the Collateral without need for any additional grant of a security interest therein. (b) In addition, to secure the prompt and complete payment, performance and observance of the Secured Obligations and in order to induce the Trustee Agent and the Initial Purchasers Lenders as aforesaid, the Grantor hereby grants to the Trustee as the Collateral Agent Agent, for itself and the benefit of the present and future Holders of Secured ObligationsLenders, a right of setoff against the property of the Grantor held by the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured ObligationsLender, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured ObligationsLender, for any purpose, including safekeeping, collection or pledge, for the account of the Grantor, or as to which the Grantor may have any right or power.

GRANT OF LIEN. (a) To secure the prompt and complete payment, performance and observance of all of the Secured ObligationsObligations (specifically including, without limitation, each US Grantor's Obligations arising under the cross- guaranty provisions of Section 12 of the Credit Agreement), each US Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Trustee as the Collateral Agent, for itself, Canadian Agent for and the benefit of all of the present and future Holders of Secured ObligationsLenders, a Lien upon all of its right, title and interest in, to and under all personal property and other assets, whether now owned by or owing to, or hereafter acquired by or arising in favor of the such US Grantor (including under any trade names, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the to, such US Grantor, and regardless of where located (all of which being hereinafter collectively referred to as the "COLLATERALCollateral"), including: (i) all Accounts; (ii) all Chattel Paper; (iii) all Documents; (iv) all General Intangibles (including payment intangibles and software, but excluding any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable law, including Sections 9-406 and 9-408 of the CodeSoftware); (v) all Goods (including Inventory, P&E Equipment and Fixtures); (vi) all Instruments; (vii) all Investment Property; (viii) all Deposit Accounts, of any US Grantor, including all Blocked Accounts, Concentration Accounts, Disbursement Accounts, and all other bank accounts and all deposits therein; (ix) all money, cash or cash equivalents of the any US Grantor; (x) all Supporting Obligations and all Letter-of-Credit Rights of the any US Grantor; (xi) all commercial tort claims; and (xii) to the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing; PROVIDED. Notwithstanding the foregoing, that the Collateral shall not include (i) any Shared Collateral or (ii) any other personal property which is an Excluded Asset for as long as such property is an Excluded Asset, but if and other assets to the extent the grant by any such property at any time ceases to be an Excluded Asset, it shall immediately and automatically become part of the Collateral without need for any additional grant US Grantor of a security interest thereinpursuant to this US Security Agreement in such personal property and other assets is prohibited by any applicable contractual obligation or requirement of law or would give any party thereto (other than US Grantors or Affiliates of US Grantors) the right to terminate its obligations with respect to such personal property and other assets (except that the foregoing limitation shall not affect, limit, restrict or impair the grant by any US Grantor of a security interest pursuant to this US Security Agreement in any money or other amounts due or to become due under such personal property and other assets, including, without limitation, any Account, Contract, agreement, Document, Instrument or indenture) and for the purposes of the Trademarks Act (Canada), the granting of a security interest by any US Grantor in trademarks (as defined in the Trademark Act (Canada)) under this US Security Agreement shall be limited to a grant by such US Grantor of a security interest in all of such US Grantor's right, title and interest in such trademarks. (b) In addition, to secure the prompt and complete payment, performance and observance of the Secured Obligations and in order to induce the Trustee Agent, Canadian Agent and the Initial Purchasers Lenders as aforesaid, the each US Grantor hereby grants to the Trustee as the Collateral Agent Agent, for itself, Canadian Agent, and the benefit of the present and future Holders of Secured ObligationsLenders, a right of setoff against the property of the such US Grantor held by the Credit Agreement Agent, the Trustee, the Collateral Canadian Agent or any present or future Holder of Secured ObligationsLender, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Canadian Agent or any present or future Holder of Secured ObligationsLender, for any purpose, including safekeeping, collection or pledge, for the account of the such US Grantor, or as to which the such US Grantor may have any right or power.

GRANT OF LIEN. (a) To secure the prompt and complete payment, performance and observance of all of the Secured Obligations, the each Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Trustee as the Collateral Agent for the benefit of all of the present and future Holders of Secured Obligations, Purchaser a Lien upon all of its right, title and interest in, to and under all personal property and other assets, whether now owned by or owing to, or hereafter acquired by or arising in favor of the such Grantor (including under any trade names, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the to, such Grantor, and regardless of where located (all of which being hereinafter collectively referred to as the "COLLATERALCollateral"), including: (i) ): all Accounts; (ii) ; all Chattel Paper; (iii) ; all Documents; (iv) ; all General Intangibles (including payment intangibles and software, but excluding any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable law, including Sections 9-406 and 9-408 of the Code); (v) ; all Goods (including Inventory, P&E Equipment and Fixtures); (vi) ; all Instruments; (vii) ; all Investment Property; (viii) ; all Deposit Accounts; (ix) , of any Grantor, including all Blocked Accounts, Concentration Accounts, Disbursement Accounts, and all other bank accounts and all deposits therein; all money, cash or cash equivalents of the any Grantor; (x) ; all Supporting Obligations and all Letter-of-Credit Rights of the any Grantor; (xi) all commercial tort claims; and (xii) any Commercial Tort Claims; and to the extent not otherwise included, all Proceeds, Proceeds tort claims, insurance claims and other rights to payments payment not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing; PROVIDED, that the Collateral shall not include any property which is an Excluded Asset for as long as such property is an Excluded Asset, but if any such property at any time ceases to be an Excluded Asset, it shall immediately and automatically become part of the Collateral without need for any additional grant of a security interest therein. (b) . In addition, to secure the prompt and complete payment, performance and observance of the Secured Obligations and in order to induce the Trustee and the Initial Purchasers Purchaser as aforesaid, the each Grantor hereby grants to the Trustee as the Collateral Agent for the benefit of the present and future Holders of Secured Obligations, Purchaser a right of setoff set-off against the property of the such Grantor held by the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured ObligationsPurchaser, consisting of property described above in Section 2(a3(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured ObligationsPurchaser, for any purpose, including safekeeping, collection or pledge, for the account of the such Grantor, or as to which the such Grantor may have any right or power.

GRANT OF LIEN. (a) To secure the prompt and complete payment, performance performance, and observance of all of the Secured Obligations, the Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates hypothecates, and transfers to the Trustee as the Collateral Agent Agent, for the benefit of all of Agent and the present Lenders, a continuing security interest in and future Holders of Secured Obligations, a Lien upon all of its right, title title, and interest in, to to, and under all personal property and other assets, whether now owned by or owing to, or hereafter acquired by or arising in favor of the Grantor (including under any trade names, styles or derivations thereof)Grantor, and whether owned or consigned by or to, or leased from or to the to, Grantor, and regardless of where located (all of which being hereinafter collectively referred to as the "COLLATERAL")located, includingincluding without limitation: (i) all AccountsReceivables; (ii) all Chattel PaperEquipment; (iii) all DocumentsGeneral Intangibles; (iv) all General Intangibles (including payment intangibles and software, but excluding any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable law, including Sections 9-406 and 9-408 of the Code)Inventory; (v) all Goods (including Inventory, P&E and Fixtures); (vi) all Instruments; (vii) all Investment Property; (vi) all Subsidiary Stock; (vii) all Leasehold Interests; (viii) all Deposit Accountsof Grantor’s right, title, and interest in and to, whether now owned, or hereafter acquired and wherever located, (1) its respective goods and other property including, but not limited to, all merchandise returned or rejected by Account Debtors, relating to, or securing any of the Receivables; (2) all of Grantor’s rights as a consignor, a consignee, an unpaid vendor, mechanic, artisan, or other lienor, including stoppage in transit, setoff, detinue, replevin, reclamation, and repurchase; (3) all additional amounts due to Grantor from any Account Debtor relating to the Receivables; (4) other property, including warranty claims, relating to any goods securing the Obligations; (5) all of Grantor’s contract rights, rights of payment which have been earned under a contract right, instruments (including promissory notes), documents, chattel paper (including electronic chattel paper), warehouse receipts, deposit accounts, letters of credit, and money; (6) all commercial tort claims listed on Schedule I hereto as such Schedule may be amended or supplemented from time to time and in which a security interest is hereafter granted to Agent by a Borrower pursuant to the provision of this Section 2 or otherwise; (7) if and when obtained, all real property of third parties in which Grantor has been granted a lien or security interest; (8) all Liens and security interests granted by any third party to Grantor as security for the payment or enforcement of Grantor’s Receivables; (9) all letter of credit rights (whether or not the respective letter of credit is evidenced by a writing); (10) all supporting obligations; and (11) any other goods or personal property now owned or hereafter acquired in which Grantor has expressly granted a security interest or may in the future grant a security interest to Agent under any agreement between Agent and Grantor; (ix) all moneyof Grantor’s ledger sheets, cash ledger cards, files, correspondence, records, books of account, business papers, computers, computer software (owned by Grantor or cash equivalents in which it has an interest), computer programs, tapes, disks, and documents relating to (i), (ii), (iii), (iv), (v), (vi), (vii) or (viii) of the Grantor;this Paragraph; and (x) all Supporting Obligations and all Letter-of-Credit Rights of the Grantor; (xi) all commercial tort claims; and (xii) to the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing proceeds and products of (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix) in whatever form, including, but not limited to: cash, deposit accounts (whether or not comprised solely of proceeds), certificates of deposit, insurance proceeds (including hazard, flood and credit insurance), negotiable instruments and other instruments for the payment of money, chattel paper, security agreements, documents, eminent domain proceeds, condemnation proceeds and tort claim proceeds. All of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of assets described in clause 2(a) hereof being hereinafter referred to as the foregoing; PROVIDED, that the Collateral shall not include any property which is an Excluded Asset for as long as such property is an Excluded Asset, but if any such property at any time ceases to be an Excluded Asset, it shall immediately and automatically become part of the Collateral without need for any additional grant of a security interest therein“Collateral”. (b) In addition, to secure the prompt and complete payment, performance performance, and observance of the Secured Obligations and in order to induce the Trustee Agent and the Initial Purchasers Lenders as aforesaid, the Grantor hereby grants to the Trustee as the Collateral Agent Agent, for the benefit of Agent and the present and future Holders of Secured Obligations, Lenders (i) a right of setoff against the property of the Grantor held by Agent and/or the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured ObligationsLenders, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to Agent and/or the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured ObligationsLenders, for any purpose, including safekeeping, collection collection, or pledge, for the account of the Grantor, or as to which the Grantor may have any right or powerpower and (ii) the license described in Section 8 hereof. (c) Notwithstanding the foregoing, the Collateral shall not include any (i) General Intangible, permit, license or other rights under contracts instruments or other documents if (but only to the extent that) the grant of a security interest therein would constitute a violation of a valid and enforceable restriction in favor of a third party (except to the extent such prohibition is unenforceable pursuant to the provisions of Article 9 of the UCC), unless and until any required consents shall have been obtained, (ii) equipment owned by Grantor that is subject to a purchase money lien or a capital lease obligation if (but only to the extent that and only for so long as such purchase money Indebtedness or capital lease restricts the granting of a Lien therein to Agent) the grant of a security interest therein would constitute a violation of a valid and enforceable restriction in favor of a third party, unless any required consents shall have been obtained, or (iii) monies, checks, securities or other items on deposit or otherwise held in deposit accounts or trust accounts specifically and exclusively used for payroll, payroll taxes, deferred compensation and other employee wage and benefit payments to or for the direct benefit of Grantor’s employees (collectively, the “Excluded Property”); provided, that, notwithstanding any of the foregoing, the term “Collateral” shall include any and all proceeds arising from such Excluded Property to the extent that the assignment or encumbering of such proceeds is not subject to the same or similar prohibitions or restrictions (d) In addition, to secure the prompt and complete payment, performance, and observance of the Obligations and in order to induce Agent and the Lenders as aforesaid, Grantor hereby grants to Agent, for the benefit of Agent and the Lenders (i) a right of setoff against the property of Grantor held by Agent and/or the Lenders, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to Agent and/or the Lenders, for any purpose, including safekeeping, collection, or pledge, for the account of Grantor, or as to which Grantor may have any right or power and (ii) the license described in Section 8 hereof.

GRANT OF LIEN. (a) To secure the prompt and complete payment, performance and observance of all of the Secured Obligations, the Grantor Grantors hereby grantsgrant, assignsassign, conveysconvey, mortgagesmortgage, pledgespledge, hypothecates hypothecate and transfers transfer to the Trustee as Secured Parties, only to the Collateral Agent for extent permitted by all applicable Requirements of Law (including but not limited to, the benefit of all of the present and future Holders of Secured ObligationsCannabis Laws), a first priority continuing Security Interest and Lien upon all of its right, title and interest in, to and under all personal property and other assets, whether now owned by or owing to, or hereafter acquired by or arising in favor of the Grantor (including under any trade names, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to to, the GrantorGrantors, and regardless of where located or if presently owned or acquired hereafter (all of which being hereinafter collectively referred to as the "COLLATERAL"“Collateral”), including: (i) all Accounts; (ii) all Chattel Paper; (iii) all Contracts; (iv) all Commercial Tort Claims, including, without limitation, the Commercial Tort Claims described in Schedule 2(a)(iv) hereto; (v) all Documents; (ivvi) all General Intangibles (including payment intangibles and software, but excluding any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable law, including Sections 9-406 and 9-408 of the CodeSoftware); (vvii) all Goods (including Inventory, P&E Equipment and Fixtures); (viviii) all Instruments; (viiix) all Investment Property; (viiix) all Deposit AccountsAccounts of the Grantors, including all deposit and other bank accounts and all deposits therein; (ixxi) all Titled Collateral; (xii) all money, cash or cash equivalents of the GrantorGrantors; (xxiii) all direct or indirect rights to manage, nominate, elect or appoint directors, officers or managers (as applicable) of the Grantors, and their direct or indirect Subsidiaries that is affiliated or associated with, or has any outstanding loan owed to, a direct or indirect Subsidiary of the Grantors; (xiv) all Supporting Obligations and all Letter-of-Letter of Credit Rights of the Grantor; (xi) all commercial tort claimsGrantors; and (xiixv) to the extent not otherwise included, all books and records pertaining to the forgoing, Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing; PROVIDED; (b) Notwithstanding anything set forth in this Agreement to the contrary, the Parties hereby agree that the Collateral shall not include any property which is an Excluded Asset for Collateral. (c) The aforementioned Security Interests are granted as long as such property is an Excluded Assetsecurity only and shall not subject the Secured Parties or any of the Secured Parties’ successors or assigns to, but if or transfer or in any such property at way affect or modify, any time ceases obligation of the Grantors with respect to be an Excluded Asset, it shall immediately and automatically become part any of the Collateral without need for or any additional grant of a security interest thereintransaction connected therewith. (bd) In addition, to To secure the prompt and complete payment, performance and observance of the Secured Obligations and in order to induce the Trustee and the Initial Purchasers Secured Parties as aforesaid, the Grantor Grantors hereby grants grant to the Trustee as the Collateral Agent for the benefit of the present and future Holders of Secured ObligationsParties, a right of setoff against the property of the Grantor Grantors held by the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured ObligationsParties, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured ObligationsParties, for any purpose, including safekeeping, collection or pledge, for the account of the GrantorGrantors, or as to which the Grantor Grantors may have any right or power. Such right of setoff set forth herein shall only be exercisable after an Event of Default has occurred and is continuing. (e) In connection with the grant set forth in this Section 2, Agent and Secured Parties agree to take any action as reasonably requested by Grantors and/or provide any and all information and documentation as reasonably necessary to ensure Grantors remain at all times in compliance with the Cannabis Laws as it relates to granting the rights set forth in this Agreement.

GRANT OF LIEN. (a) To secure the prompt and complete payment, performance and observance of all of the Secured Note Obligations, the each Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Trustee as the Collateral Agent Trustee, for the benefit of all of the present and future Holders of Secured ObligationsParties, a Lien upon all of its right, title and interest in, to and under all personal property and other assets, whether now owned by or owing to, or hereafter acquired by or arising in favor of the such Grantor (including under any trade names, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the to, such Grantor, and regardless of where located (all of which being hereinafter collectively referred to as the "COLLATERAL"“Collateral”), including: (i) all Accounts; (ii) all Chattel Paper; (iii) all Documents; (iv) all General Intangibles (including payment intangibles and software, but excluding any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable law, including Sections 9-406 and 9-408 of the CodeSoftware); (v) all Goods (including Inventory, P&E Equipment and Fixtures); (vi) all Instruments; (vii) all Investment PropertyProperty (except for Stock of any Subsidiary pledged pursuant to the Pledge Agreement); (viii) all Deposit Accounts, of any Grantor, and all other bank accounts and all deposits therein; (ix) all money, cash or cash equivalents of the any Grantor; (x) all Supporting Obligations and all Letter-of-Credit Rights of the any Grantor; (xi) all the commercial tort claimsclaims (i) in respect of the Xxxxxxx & Xxxxxx lawsuit Civil Action Xx. 00 Xxx. 0000 (XXX) and (ii) those identified in a written notice to Trustee by any Grantor pursuant to Section 5(a)(viii); and (xii) to the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing; PROVIDED. provided, however, that notwithstanding any of the Collateral other provisions set forth in this Section 2 or any other provision herein, this Agreement shall not include any property which is an Excluded Asset for as long as such property is an Excluded Asset, but if any such property at any time ceases to be an Excluded Asset, it shall immediately and automatically become part of the Collateral without need for any additional constitute a grant of a security interest thereinin, and “Collateral” shall not include, (i) any property to the extent and only for so long as that a grant of a security interest therein (x) is prohibited by any requirements of law of a Governmental Authority, (y) requires a consent not obtained of any Governmental Authority pursuant to such requirement of law or (z) is prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property or, in the case of any Investment Property, any applicable shareholder or similar agreement, except to the extent that such requirement of law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law; provided, that immediately upon the ineffectiveness, lapse or termination of any such document, agreement or provision, the Collateral shall include, and such Grantor shall be deemed to have granted a security interest in, all such rights and interests as if such provision had never been in effect; (ii) any “intent-to-use” based application for a United States Trademark until such time that a statement of use has been filed with the United States Patent and Trademark Office; and (iii) Excluded Note Assets. (b) In addition, to secure the prompt and complete payment, performance and observance of the Secured Obligations and in order to induce the Trustee and the Initial Purchasers as aforesaidNote Obligations, the each Grantor hereby grants to the Trustee as the Collateral Agent Trustee, for the benefit of the present and future Holders of Secured ObligationsParties, a right of setoff against the property of the such Grantor held by the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, for any purpose, including safekeeping, collection or pledge, for the account of the such Grantor, or as to which the such Grantor may have any right or power. Trustee agrees that it shall not exercise any such right unless an Event of Default has occurred and is continuing.

GRANT OF LIEN. (a) To secure As security for the due and prompt payment and complete paymentperformance when due (whether at the stated maturity, performance and observance by acceleration or otherwise) by each Grantor of all of the Secured Obligations, the Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Trustee as the Collateral Agent for the benefit of all of the its present and future Holders of Obligations (such Obligations, as to any Grantor, being the “Secured Obligations” of such Grantor), each Grantor hereby grants to the Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a Lien upon security interest (the “Security Interest”) in and continuing lien on all of its such Grantor’s right, title and interest in, in or to any and under all personal property of the following properties and other assetsassets of such Grantor and all powers and rights of such Grantor in all of the following (including the power to transfer rights in the following), whether now owned by or owing to, existing or at any time hereafter acquired by or arising in favor of the Grantor (including under any trade namesarising, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the Grantor, and regardless of where located (all of which being hereinafter collectively referred to as collectively, the "COLLATERAL"), including:“Collateral”): (i) all Accounts; (ii) all Chattel PaperInventory, including all Rental Equipment; (iii) all Documentsleases of Inventory, Equipment and other Goods (whether or not in the form of a lease agreement), including all Leases; (iv) all General Intangibles (including payment intangibles and software, but excluding documentation evidencing rights in any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable lawInventory or Equipment, including Sections 9-406 all certificates, certificates of title, manufacturer’s statements of origin, and 9-408 of the Code)other collateral instruments; (v) all Goods (contract rights, including Inventory, P&E and Fixtures)contract rights in respect of any Like-Kind Exchange; (vi) all InstrumentsChattel Paper; (vii) all Investment PropertyDocuments; (viii) all Deposit AccountsInstruments; (ix) all money, cash or cash equivalents of the GrantorSupporting Obligations and Letter-of-Credit Rights; (x) all Supporting Obligations General Intangibles (including Payment Intangibles and Software); (xi) all Goods; (xii) all Equipment; (xiii) all Investment Property, including the following (the “Security Collateral”): (A) the Initial Pledged Equity and the certificates, if any, representing the Initial Pledged Equity, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Initial Pledged Equity and all subscription warrants, rights or options issued thereon or with respect thereto; (B) all additional shares of stock and other equity interests of or in any issuer of the Initial Pledged Equity, any successor entity or any other entity from time to time organized, created or acquired by such Grantor in any manner (such equity interests, together with the Initial Pledged Equity, being the “Pledged Equity”), and the certificates, if any, representing such additional shares or other equity interests, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares or other equity interests and all subscription warrants, rights or options issued thereon or with respect thereto; (C) the Initial Pledged Debt and the instruments, if any, evidencing the Initial Pledged Debt, and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Initial Pledged Debt; and (D) all additional indebtedness from time to time owed to such Grantor (such indebtedness, together with the Initial Pledged Debt, being the “Pledged Debt”) and the instruments, if any, evidencing such indebtedness, and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (xiv) all money, cash, cash equivalents, securities and other property of any kind of such Grantor held directly or indirectly by the Agent, any Lender, the Collateral Agent (as defined in the “Notes Security Agreement” defined in the 45/8% Senior Secured Note Indenture (as amended, modified and supplemented from time to time, the “Notes Security Agreement”)), any Second Lien Agent (as defined in the Notes Security Agreement) or any of their Affiliates; (xv) all of such Grantor’s Material Accounts, credits, and balances with and other claims against the Agent, any Lender, the Collateral Agent (as defined in the Notes Security Agreement), any Second Lien Agent (as defined in the Notes Security Agreement) or any of their Affiliates or any other financial institution with which such Grantor maintains deposits, including all Payment Accounts; (xvi) all books, records and other property related to or referring to any of the foregoing, including books, records, account ledgers, data processing records, computer software and other property; and (xvii) all accessions to, substitutions for and replacements, products and proceeds of any of the foregoing, including, but not limited to, proceeds of any insurance policies, claims against third parties, and condemnation or requisition payments with respect to all or any of the foregoing; provided, however, the “Collateral” shall not include the following (collectively, the “Excluded Assets”): (a) any rights, titles or interests of a Grantor in any instrument, permit, General Intangible, Lease, license or agreement to which such Grantor is a party (other than any of the foregoing with or by any other Grantor or any Subsidiary or other controlled Affiliate of a Grantor) or any of its right, title or interest thereunder to the extent, but only to the extent, that a grant of a security interest therein to the Agent would, under the terms of such instrument, permit, General Intangible, Lease, license or agreement, result in a breach of the terms of, or constitute a default under, or result in the abandonment, invalidation or unenforceability of or create a right of termination in favor of or require the consent (which has not been obtained or waived) of any other party under, such instrument, permit, General Intangible, Lease, license or agreement, provided that the foregoing exclusion shall not be construed to apply to the extent any such term is ineffective or unenforceable under the UCC (including Sections 9-406, 9-407, 9-408 or 9- 409) or any other applicable law so that no breach, default, abandonment, invalidity or unenforceability would occur; (b) any asset to the extent the granting of a security interest therein to the Agent is prohibited by applicable law or would require the consent, approval, license or authorization of any Governmental Authority or, except with respect to any Rental Equipment, Merchandise and Consumables Inventory, any proceeds of any of the foregoing, any Material Accounts into which any such proceeds are deposited, or any books or records related to any of the foregoing, other third party (except a Grantor or any Subsidiary or other controlled Affiliate of a Grantor) that has not been obtained or waived; provided that the foregoing exclusion shall not be construed to apply to the extent any such prohibition or requirement for consent, approval, license or authorization is ineffective or unenforceable under the UCC (including Sections 9-406, 9-407, 9-408 or 9-409) or any other applicable law; (c) to the extent U.S. Obligations are secured thereby, any of the outstanding voting equity or other voting ownership interests of a Foreign Subsidiary or Foreign Subsidiary Holding Company in excess of 65% of the voting power of all classes of equity or other ownership interests of such Foreign Subsidiary or Foreign Subsidiary Holding Company entitled to vote; (d) any “intent-to-use” United States of America based trademark or service xxxx application until such time that a statement of use has been filed with the United States Patent and Trademark Office for such application, unless the grant of a security interest therein would not render such “intent-to-use” based trademark or service xxxx application invalid or subject to cancellation; (e) any property that is subject to a Lien securing purchase money obligations, Capital Lease Obligations or sale/leaseback Indebtedness permitted under the Credit Agreement pursuant to documents that prohibit such Grantor from granting any other Liens in such property, and such prohibition has not been or is not waived or the consent of the other party to such contract has not been or is not otherwise obtained or under Requirements of Law such prohibition cannot be waived, and only for so long as such Indebtedness remains outstanding; (i) except for rental fleet equipment required to be excluded from any Equipment Securitization Transaction pursuant to Section 7.20(b) of the Credit Agreement, any assets subject to a Securitization Transaction or (ii) Accounts, Leases, contractual rights or any other assets subject to any Like-Kind Exchange; (g) the equity interests, and any certificates or instruments in respect thereof, in United Rentals of Nova Scotia (No. 1), ULC and United Rentals of Nova Scotia (No. 2), ULC or any other unlimited liability company organized under the laws of Nova Scotia; (h) the equity interests, and any certificates or instruments in respect thereof, in any joint venture or non-wholly owned Subsidiary, the governing agreements of which prohibit the pledge or other granting of security over equity interests in such Subsidiary and such prohibition has not been or is not waived or the consent of the other party to such contract has not been or is not otherwise obtained or under Requirements of Law such prohibition cannot be waived; (i) any real property or any fee interest or leasehold interest in real property, including fixtures affixed or attached thereto; (j) any Titled Goods (other than Merchandise and Consumables Inventory and Rental Equipment); (k) any Letter-of-Credit Rights not constituting Supporting Obligations in respect of any Collateral to the extent any of the Grantors is required by applicable law to apply the proceeds of a drawing of such letter of credit for a specified purpose (other than a payment to a Grantor); (xil) all commercial tort claimsany right, title or interest in or to any copyrights, copyright licenses, patents, patent applications, patent licenses, trade secrets, trade secret licenses, trademarks, service marks, trademark and service xxxx applications, trade names, trade dress, trademark licenses, technology, know-how and processes or any other intellectual property in each case governed by or arising or existing under, pursuant to or by virtue of the laws of any jurisdiction other than the United States of America or any state thereof; and (xiim) any asset with respect to which the extent not otherwise included, all Proceeds, tort claims, insurance claims Agent and other rights to payments not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing; PROVIDED, Company have reasonably agreed that the Collateral shall not include any property which is an Excluded Asset for as long as such property is an Excluded Asset, but if any such property at any time ceases to be an Excluded Asset, it shall immediately and automatically become part cost of the Collateral without need for any additional grant of creating and/or perfecting a security interest therein. (b) In additiontherein is excessive in relation to the benefit to the Secured Parties of the security to be afforded thereby. Subject to any limitations set forth herein, to secure the prompt and complete payment, performance and observance all of the Secured Obligations and in order to induce the Trustee and the Initial Purchasers as aforesaid, the of any Grantor hereby grants to the Trustee as shall be secured by all of the Collateral Agent for the benefit of such Grantor and any other property of such Grantor that secures any of the present and future Holders of Secured Obligations, a right of setoff against the property of the Grantor held by the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, for any purpose, including safekeeping, collection or pledge, for the account of the Grantor, or as to which the Grantor may have any right or power.

GRANT OF LIEN. (a) To secure the prompt and complete paymentAs security for all Obligations to Purchaser, performance and observance of all of the Secured Obligations, the each Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers grants to Purchaser a continuing first priority (subject to the Trustee as the Collateral Agent for the benefit proper filing of all of the present and future Holders of Secured Obligationsfinancing statements), a Lien upon all of its right, title and security interest in, to lien on, assignment of and under right of set-off against, all personal property and other assetsassets of each Grantor of any kind, whether now owned by or owing to, existing or hereafter acquired by or arising in favor of the Grantor (including under any trade namesarising, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the Grantor, and regardless of where located (all of which being hereinafter collectively referred to as the "COLLATERALCollateral"), including, without limitation, the following: (i) all Accounts; (ii) all Chattel PaperInventory; (iii) all Documentscontract rights, including Assigned Contracts; (iv) all General Intangibles (including payment intangibles and software, but excluding any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable law, including Sections 9-406 and 9-408 of the Code)Chattel Paper; (v) all Goods (including Inventory, P&E and Fixtures)Documents; (vi) all Instruments; (vii) all Investment PropertySupporting Obligations; (viii) all Deposit AccountsGeneral Intangibles; (ix) all money, cash or cash equivalents of the GrantorEquipment; (x) all Supporting Obligations and Investment Property; (xi) all Letter-of-Credit Rights Rights; (xii) all money, cash, cash equivalents, securities and other property of the any kind of such Grantor held directly or indirectly by Grantor; (xixiii) all commercial tort claimsof such Grantor's deposit accounts, credits, and balances with any financial institution with which such Grantor maintains deposits, including any Payment Accounts; (xiv) all Tort Claims; (xv) all books, records and other property related to or referring to any of the foregoing, including books, records, account ledgers, data processing records, computer software and other property and General Intangibles at any time evidencing or relating to any of the foregoing; and (xiixvi) to the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions for and replacements forreplacements, products and rents and profits of, each proceeds of any of the foregoing; PROVIDED, that the Collateral shall not include any property which is an Excluded Asset for as long as such property is an Excluded Assetincluding, but if not limited to, proceeds of any such property at insurance policies, claims against third parties, and condemnation or requisition payments with respect to all or any time ceases to be an Excluded Asset, it shall immediately and automatically become part of the Collateral without need for any additional grant of a security interest thereinforegoing. (b) In addition, to secure the prompt and complete payment, performance and observance All of the Secured Obligations and in order to induce the Trustee and the Initial Purchasers as aforesaid, the Grantor hereby grants to the Trustee as the Collateral Agent for the benefit Purchaser shall be secured by all of the present and future Holders of Secured Obligations, a right of setoff against the property of the Grantor held by the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, for any purpose, including safekeeping, collection or pledge, for the account of the Grantor, or as to which the Grantor may have any right or powerCollateral.

GRANT OF LIEN. (a) To secure As security for the due and prompt payment and complete paymentperformance when due (whether at the stated maturity, performance and observance by acceleration or otherwise), as the case may be, by the Grantors of all of the Secured their respective Obligations, the each Grantor hereby grants, to the Agent, its successors and assigns, conveys, mortgages, pledges, hypothecates and transfers to the Trustee as the Collateral Agent for the ratable benefit of the applicable Secured Parties, a security interest (the “Security Interest”) in and continuing lien upon and right of set-off against, all personal property, assets and undertakings of such Grantor, including, without limitation, all of the present and future Holders of Secured Obligations, a Lien upon all of its such Grantor’s right, title and interest in, in or to any and under all personal property of the following properties and other assetsassets of such Grantor and powers and rights of such Grantor in all of the following (including the power to transfer rights in the following), whether now owned by or owing to, existing or at any time hereafter acquired by or arising in favor of the Grantor (including under any trade namesarising, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the Grantor, and regardless of where located (all of which being hereinafter collectively referred to as collectively, the "COLLATERAL"), including:“Collateral”): (i) all Accounts, including all debts, book debts, accounts, claims, demands, moneys and choses in action whatsoever including, without limitation, claims against the Crown and claims under insurance policies, which are now owned by or are due, owing or accruing due to the Grantor or which may hereafter be owned by or become due, owing or accruing due to the Grantor together with all contracts, investment property, bills, notes, lien notes, judgments, chattel mortgages, mortgages and all other rights, benefits and documents now or hereafter taken, vested in or held by the Grantor in respect of or as security for the same and the full benefit and advantage thereof, and all rights of action or claims which the Grantor now has or may at any time hereafter have against any Person in respect thereof; (ii) all Inventory, including, without limitation, all Rental Equipment, goods, merchandise, raw materials, goods in process, finished goods, packaging and packing material and other tangible personal property now or hereafter held for sale, lease, rental or resale or that are to be furnished or have been furnished under a contract of service or that are to be used or consumed in the business of the Grantor; (iii) all leases of Goods (whether or not in the form of a lease agreement), including all Leases; (iv) all documentation evidencing rights in any Inventory or Equipment, including all certificates, Certificates of Title, Manufacturer’s Statements of Origin, and other Collateral Instruments (as such terms are defined in the UCC); (v) all contract rights, including contract rights in respect of any Like-Kind Exchange; (vi) all Chattel Paper; (iiivii) all Documents; (iv) all General Intangibles (including payment intangibles and software, but excluding any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable law, including Sections 9-406 and 9-408 of the Code); (v) all Goods (including Inventory, P&E and Fixtures); (viviii) all Instruments; (viiix) all Supporting Obligations and Letter-of-Credit Rights (as such terms are defined in the UCC); (x) all General Intangibles including Payment Intangibles (as such term is defined in the UCC) and Software; (xi) all Goods (excluding “Consumer Goods” as such term is defined in the PPSA); (xii) all Equipment; (xiii) all Investment Property; (viiixiv) all Deposit money, cash, cash equivalents, securities and other property of any kind of such Grantor held directly or indirectly by the Agent, any Lender or any of their Affiliates; (xv) all of such Grantor’s Material Accounts, credits, and balances with and other claims against the Agent or any Lender or any of their Affiliates or any other financial institution with which such Grantor maintains deposits, including all Payment Accounts; (ixxvi) all moneybooks, cash records and other property related to or cash equivalents referring to any of the Grantorforegoing, including books, records, account ledgers, data processing records, computer software and other property; (xxvii) all Supporting Obligations the uncalled capital, money, rights, bills of exchange, negotiable and all Letter-of-Credit Rights of non negotiable instruments, judgments and securities not otherwise described in the Grantor; (xi) all commercial tort claimsforegoing; and (xiixviii) to the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions for and replacements forreplacements, products and proceeds derived directly or indirectly of any of the foregoing, including, but not limited to, proceeds of any insurance policies, claims against third parties, and rents and profits of, each condemnation or requisition payments with respect to all or any of the foregoing; PROVIDEDprovided, that however, the Collateral shall not include include: (i) any property which is an Excluded Asset for as long as rights or interests of a Grantor in any contract if, under the terms of such property is an Excluded Assetcontract or any Requirement of Law with respect thereto, but if any such property at any time ceases to be an Excluded Asset, it shall immediately and automatically become part of the Collateral without need for any additional valid grant of a security interest therein. (b) In addition, or other Lien therein to secure the prompt Agent is prohibited and complete payment, performance and observance such prohibition has not been or is not waived or the consent of the Secured Obligations other party to such contract has not been or is not otherwise obtained or under Requirements of Law such prohibition cannot be waived, provided that the foregoing exclusion shall in no way be construed (i) to apply if any such prohibition is ineffective or unenforceable under the UCC (including Sections 9 406, 9 407, 9 408 or 9 409), the PPSA, or any other requirement of applicable law or (ii) so as to limit, impair or otherwise affects the Agent’s unconditional continuing security interest in and Lien upon any rights or interests of Grantors in order or to induce monies due or to become due under any such contract (including any Accounts) or (iii) the Trustee and prohibition against the Initial Purchasers as aforesaidvalid grant of a security interest is a restriction on the contract or a Requirement of Law the Grantor shall hold its interest in trust for the Agent, provided that, until the security interest created hereby has become enforceable, the Grantor hereby grants shall be entitled to the Trustee as the Collateral Agent for the benefit of the present and future Holders of Secured Obligations, all proceeds arising under or in connection therewith; (ii) any property that is subject to a right of setoff against the property of the Grantor held by lien securing purchase money or sale/leaseback Debt permitted under the Credit Agreement Agentpursuant to documents that prohibit such Grantor from granting any other Liens in such property, and such prohibition has not been or is not waived or the consent of the other party to such contract has not been or is not otherwise obtained or under Requirements of Law such prohibition cannot be waived, and only for so long as such Debt remains outstanding; (iii) except to the extent specifically provided herein, (i) Accounts, Leases, contractual rights or any other assets (other than Inventory or Equipment) subject to any Qualified Receivables Transaction or (ii) Accounts, Leases, contractual rights or any other assets subject to any Like-Kind Exchange; (iv) the equity interests, and any certificates or instruments in respect thereof, in United Rentals of Nova Scotia (No.1), ULC and United Rentals of Nova Scotia (No.2), ULC or any other Nova Scotia unlimited liability company; (v) the equity interests, and any certificates or instruments in respect thereof, in United Rentals Industrial Services, LLC and any other joint venture or non-wholly owned Subsidiary, the Trusteegoverning agreements of which prohibit the pledge or other granting of security over equity interests in such Subsidiary and such prohibition has not been or is not waived or the consent of the other party to such contract has not been or is not otherwise obtained or under Requirements of Law such prohibition cannot be waived (vi) with respect to the U.S. Borrowers and U.S. Guarantors only, any of the Collateral Agent outstanding voting equity or any present other voting ownership interests of a Foreign Entity (as defined below) in excess of 65% of the voting power of all classes of equity or future Holder other ownership interests of Secured Obligationssuch Foreign Entity entitled to vote, consisting with the intention of property described above this exclusion being to provide the same limitation, with respect to the US Borrowers and US Guarantors, as is set out in Section 2(aparagraph 2(b) now or hereafter of the Security Agreement (as such term is defined in the possession or custody of or in transit Credit Agreement),such that any exclusion on the U.S Borrowers and U.S. Guarantors obligations to grant security pursuant thereto, are also exclusions on the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, for any purpose, including safekeeping, collection or pledge, for the account of the Grantor, or as U.S Borrowers and U.S. Guarantors obligations to which the Grantor may have any right or power.grant security pursuant to this Agreement;

GRANT OF LIEN. (a) To secure the prompt and complete payment, performance and observance of all of the Secured Obligations, the Obligations each Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Trustee as the Collateral Agent Agent, for itself and the benefit of all of the present and future Holders of Secured ObligationsLenders, a Lien upon all of its right, title and interest in, to and under all personal property and other assets, whether now owned by or owing to, or hereafter acquired by or arising in favor of the such Grantor (including under any trade names, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the to, such Grantor, and regardless of where located (all of which being hereinafter collectively referred to as the "COLLATERAL"“Collateral”), including: (i) all AccountsAccounts (including, without limitation, all Accounts arising from Alarm Contracts and Material Contracts); (ii) all Chattel Paper; (iii) all Documents; (iv) all General Intangibles (including payment intangibles intangibles, Intellectual Property and software, but excluding any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable law, including Sections 9-406 and 9-408 of the CodeSoftware); (v) all Goods (including Inventory, P&E Equipment and Fixtures); (vi) all Instruments; (vii) all Investment Property; (viii) all Deposit AccountsAccounts and all other bank accounts and all deposits therein; (ix) all money, cash or cash equivalents of the Grantorequivalents; (x) all Supporting Obligations and all Letter-of-Credit Rights of the GrantorRights; (xi) all commercial tort claims; and; (xii) to the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing; PROVIDEDand (xiii) all books and records evidencing or relating to the foregoing, including, without limitation, billing records of every kind and description, customer lists, data storage and processing media, software and related material, including printouts, punch cards and tab runs (the “Books and Records”); provided, however, that notwithstanding the Collateral foregoing, the pledge by any Grantor of any Investment Property evidencing an ownership interest in a Subsidiary or other Person shall not include any property which is an Excluded Asset for as long as such property is an Excluded Asset, but if any such property at any time ceases to be an Excluded Asset, it shall immediately and automatically become part of governed by the Collateral without need for any additional grant of a security interest thereinPledge Agreements. (b) In addition, to secure the prompt and complete payment, performance and observance of the Secured Obligations and in order to induce the Trustee Agent and the Initial Purchasers Lenders as aforesaid, the each Grantor hereby grants to the Trustee as the Collateral Agent Agent, for itself and the benefit of the present and future Holders of Secured ObligationsLenders, a right of setoff against the property of the such Grantor held by the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured ObligationsLender, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured ObligationsLender, for any purpose, including safekeeping, collection or pledge, for the account of the such Grantor, or as to which the such Grantor may have any right or power; provided that such right shall only to be exercised after an Event of Default has occurred and is continuing.

GRANT OF LIEN. (a) To secure the prompt and complete payment, performance and observance of all of the Obligations (specifically including, in the case of each Grantor that is a Guarantor, without limitation, each such Grantor’s Obligations arising under its Guarantee), and including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law, 11 U.S.C. § 362(a) whether or not allowed as a claim (and any successor provision thereof) (collectively, the “Secured Obligations”), the each Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Trustee as the Collateral Agent Agent, for the benefit of all itself, the Trustee and the Holders of the present and future Holders of Secured ObligationsNotes, a Lien upon all of its right, title and interest in, to and under all personal property and other assets, whether now owned by or owing to, or hereafter acquired by or arising in favor of the such Grantor (including under any trade names, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the to, such Grantor, and regardless of where located (all of which being hereinafter collectively referred to as the "COLLATERAL"“Second Lien Collateral”), including: (i) all Accounts; (ii) all Chattel Paper; (iii) all Documents; (iv) all General Intangibles (including including, without limitation, payment intangibles intangibles, Software, pension reversions and softwaretax refunds; provided, but excluding any Contract however that by its the interest of such Grantor in tax refunds in which a security interest is granted hereunder shall be limited to the amount payable to such Grantor under the terms prohibits any Lien, where such prohibition is effective under applicable law, including Sections 9-406 and 9-408 of the CodeTax Allocation Agreement in the event that the Tax Allocation Agreement reduces such amount from that otherwise payable to such Grantor as a tax refund); (v) all Goods Equipment (excluding any equipment to the extent Grantor is prohibited from granting a lien on such equipment pursuant to the terms of the License Agreements set forth on Schedule A hereto, but including Inventorysuch equipment in the event that any such License Agreement or amendment, P&E and Fixturesmodification or waiver of any provision thereof hereafter permits the granting of a lien or encumbrance on such equipment); (vi) all Fixtures (excluding any fixture to the extent Grantor is prohibited from granting a lien on such fixture pursuant to the terms of the License Agreements set forth on Schedule A hereto, but including such fixture in the event that any such License Agreement or amendment, modification or waiver of any provision thereof hereafter permits the granting of a lien or encumbrance on such fixture); (vii) all Goods; (viii) all Inventory (excluding Consignment Inventory); (ix) all Instruments; (viix) all Investment Property; (viiixi) all Deposit Accounts, of any Grantor, including all depository accounts, disbursement accounts and all other bank accounts and all deposits therein; (ixxii) all money, cash or cash equivalents of the any Grantor; (xxiii) all Supporting Obligations and all Letter-of-Credit Rights of the any Grantor; (xi) all commercial tort claims; and (xiixiv) to the extent not otherwise included, all ProceedsProceeds (including all proceeds of any kind of Consignment Inventory, except to the extent that any consignor has an interest in payments under property and casualty insurance), tort claims, insurance claims and other rights to payments not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing; PROVIDED, that the Collateral shall not include any property which is an Excluded Asset for as long as such property is an Excluded Asset, but if any such property at any time ceases to be an Excluded Asset, it shall immediately and automatically become part of the Collateral without need for any additional grant of a security interest therein. (b) In addition, subject to the terms of the Intercreditor Agreement, to secure the prompt and complete payment, performance and observance of the Secured Obligations and in order to induce Collateral Agent, Initial Purchasers, Trustee and Holders of the Notes as aforesaid, each Grantor hereby grants to Collateral Agent, for the benefit of itself, the Trustee and the Initial Purchasers as aforesaid, the Grantor hereby grants to the Trustee as the Collateral Agent for the benefit Holders of the present and future Holders of Secured ObligationsNotes, a right of setoff against the property of the such Grantor held by the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligationsa Note, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligationsa Note, for any purpose, including safekeeping, collection or pledge, for the account of the such Grantor, or as to which the such Grantor may have any right or power, which such right of setoff may be exercised by Collateral Agent if an Event of Default has occurred and is continuing. (c) Notwithstanding anything to the contrary set forth above, the types or items of Second Lien Collateral described above shall not include (i) any rights or interests in any contract, lease, permit, license, charter or license agreement covering real or personal property, as such, if under the terms of such contract, lease, permit, license, charter or license agreement, or applicable law with respect thereto, the valid grant of a security interest or Lien therein to the Collateral Agent is prohibited and such prohibition has not been or is not waived or the consent of the other party to such contract, lease, permit, license, charter or license agreement has not been or is not otherwise obtained or under applicable law such prohibition cannot be waived, provided that the foregoing exclusion shall in no way be construed (a) to apply if any such prohibition is ineffective or unenforceable under Sections 9-406, 9-407, 9-408 or 9-409 of the UCC or other applicable law or (b) so as to limit, impair or otherwise affect Collateral Agent’s unconditional continuing security interests in and Liens upon any rights or interests of Grantors in or to monies due or to become due under any such contract, lease, permit, license, charter or license agreement (including any Accounts) or (ii) capital stock of a Controlled Foreign Corporation in excess of 65% of the voting power of all classes of capital stock of such Controlled Foreign Corporation entitled to vote; provided that immediately upon the amendment of the Code to allow the pledge of a greater percentage of the voting power of capital stock in a Controlled Foreign Corporation without adverse tax consequences, the Second Lien Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of capital stock of each Controlled Foreign Corporation.

GRANT OF LIEN. (a) To secure the prompt and complete payment, performance and observance of all of the Secured Obligations, the Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Trustee as the Collateral Agent Agent, for itself and the benefit of all of the present and future Holders of Secured ObligationsParties, a Lien upon all of its right, title and interest in, to and under all personal property and other assetsthe following property, whether now owned by or owing to, or hereafter acquired by or arising in favor of the Grantor (including under any trade names, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the to, Grantor, and regardless of where located (all of which being hereinafter collectively referred to as the "COLLATERALCollateral"), including:): (i) all AccountsEquipment; (ii) all Chattel PaperFixtures; (iii) all Instruments which are now or may hereafter be deposited with the Indenture Trustee in accordance with the Indenture or the Collateral Agent in accordance with the Transaction Documents, as the case may be, or, without limiting the foregoing, any such Collateral which has been released by the Indenture Trustee but which pursuant to the proviso in Section 14 hereof would not be required to be released by the Collateral Agent; (iv) all General Intangibles (including payment intangibles and softwarestock which is now or may hereafter be deposited with the Indenture Trustee in accordance with the Indenture or the Collateral Agent in accordance with the Transaction Documents, as the case may be, or, without limiting the foregoing, any such Collateral which has been released by the Indenture Trustee but excluding any Contract that which pursuant to the proviso in Section 14 hereof would not be required to be released by its terms prohibits any Lien, where such prohibition is effective under applicable law, including Sections 9-406 and 9-408 of the Code)Collateral Agent; (v) all Goods (including Inventory, P&E and Fixtures); (vi) all Instruments; (vii) all Investment Property; (viii) all Deposit Accounts; (ix) all money, cash or cash equivalents of Grantor which is now or may hereafter be deposited with the Grantor; (x) all Supporting Obligations and all Letter-of-Credit Rights of Indenture Trustee in accordance with the Grantor; (xi) all commercial tort claimsIndenture or the Collateral Agent in accordance with the Transaction Documents, as the case may be, or, without limiting the foregoing, any such Collateral which has been released by the Indenture Trustee but which pursuant to the proviso in Section 14 hereof would not be required to be released by the Collateral Agent; and (xiivi) to the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing Proceeds and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing; PROVIDED, that the Collateral shall not include any property which is an Excluded Asset for as long as such property is an Excluded Asset, but if any such property at any time ceases to be an Excluded Asset, it shall immediately and automatically become part of the Collateral without need for any additional grant of a security interest therein. (b) In addition, to secure the prompt and complete payment, performance and observance of the Secured Obligations and in order to induce the Trustee and the Initial Purchasers as aforesaid, the Grantor hereby grants Notwithstanding anything to the contrary contained herein, each of Grantor and Collateral Agent acknowledges and agrees that "Collateral" shall not include (i) lamps and supplies, machinery, appliances, goods, wares and other removable property now or at any time handled by Grantor for sale as merchandise or not in use or connected as fixtures with its own plants, and consumable supplies, (ii) all money, cash, cash equivalents, stock and Instruments not deposited with either the Indenture Trustee as under the Indenture (other than due to a release by the Indenture Trustee of any stock or Instrument where pursuant to the terms contemplated by the proviso in Section 14 hereof Collateral Agent would not be required to release such Collateral) or the Collateral Agent for under the benefit of Transaction Documents, (iii) all telephone properties at any time owned or acquired by Grantor and (iv) any and all other property, real, personal or mixed, in which a Lien is not purported to be granted under the present and future Holders of Secured Obligations, Indenture (other than due to a right of setoff against the property of the Grantor held release by the Credit Agreement Agent, Indenture Trustee of such property where pursuant to the Trustee, terms contemplated by the proviso in Section 14 hereof Collateral Agent or any present or future Holder of Secured Obligations, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit would not be required to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, for any purpose, including safekeeping, collection or pledge, for the account of the Grantor, or as to which the Grantor may have any right or powerrelease such property).

GRANT OF LIEN. (a) To secure the prompt and complete payment, performance and observance of all of the Secured Obligations, the Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Trustee as the Collateral Agent Agent, for itself and the benefit of all of the present and future Holders of Secured ObligationsLenders, a Lien upon all of its right, title and interest in, to and under all personal property and other assets, whether now owned by or owing to, or hereafter acquired by or arising in favor of the Grantor (including under any trade names, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the to, Grantor, and regardless of where located (all of which being hereinafter collectively referred to as the "COLLATERALCollateral"), including: (i) all AccountsAccounts (including, without limitation, all Accounts arising from certain existing maintenance and service agreements and customer contracts of Grantor); (ii) all Chattel Paper; (iii) all Documents; (iv) all General Intangibles (including payment intangibles intangibles, Intellectual Property and software, but excluding any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable law, including Sections 9-406 and 9-408 of the CodeSoftware); (v) all Goods (including Inventory, P&E Equipment and Fixtures); (vi) all Instruments; (vii) all Investment Property; (viii) all Deposit AccountsAccounts and all other bank accounts and all deposits therein; (ix) all money, cash or cash equivalents of the Grantorequivalents; (x) all Supporting Obligations and all Letter-of-Credit Rights of the GrantorRights; (xi) all commercial tort claims; and; (xii) to the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing; PROVIDEDand (xiii) all books and records evidencing or relating to the foregoing, including, without limitation, billing records of every kind and description, customer lists, data storage and processing media, software and related material, including printouts, punch cards and tab runs (the "Books and Records"). (a) intent-to-use" trademarks at all times until the first use thereof, whether by the actual use thereof in commerce, the recording of a statement of use with the United States Patent and Trademark Office or otherwise or (b) any Contract, Instrument or Chattel Paper in which Grantor has any right, title or interest if and to the extent such Contract, Instrument or Chattel Paper includes a provision containing a restriction on assignment such that the Collateral shall not include any property which is an Excluded Asset for as long as such property is an Excluded Asset, but if any such property at any time ceases to be an Excluded Asset, it shall immediately and automatically become part of the Collateral without need for any additional grant creation of a security interest thereinin the right, title or interest of Grantor therein would be prohibited and would, in and of itself, cause or result in a default thereunder enabling another person party to such Contract, Instrument or Chattel Paper to enforce any remedy with respect thereto; provided that the foregoing exclusion shall not apply if (i) such prohibition has been waived or such other person has otherwise consented to the creation hereunder of a security interest in such Contract, Instrument or Chattel Paper or (ii) such prohibition would be rendered ineffective pursuant to Sections 9-407(a) or 9-408(a) of the UCC, as applicable and as then in effect in any relevant jurisdiction, or any other applicable law (including the United States Bankruptcy Code) or principles of equity); provided further that immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and Grantor shall be deemed to have granted a security interest in, all its rights, title and interests in and to such Contract, Instrument or Chattel Paper as if such provision had never been in effect; and provided further that the foregoing exclusion shall in no way be construed so as to limit, impair or otherwise affect Agent's unconditional continuing security interest in and to all rights, title and interests of Grantor in or to any payment obligations or other rights to receive monies due or to become due under any such Contract, Instrument or Chattel Paper and in any such monies and other proceeds of such Contract, Instrument or Chattel Paper. (b) In addition, to secure the prompt and complete payment, performance and observance of the Secured Obligations and in order to induce the Trustee Agent and the Initial Purchasers Lenders as aforesaid, the Grantor hereby grants to the Trustee as the Collateral Agent Agent, for itself and the benefit of the present and future Holders of Secured ObligationsLenders, a right of setoff against the property of the Grantor held by the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured ObligationsLender, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured ObligationsLender, for any purpose, including safekeeping, collection or pledge, for the account of the Grantor, or as to which the Grantor may have any right or power; provided that such right shall only to be exercised after an Event of Default has occurred and is continuing.

GRANT OF LIEN. (a) To secure the prompt and complete payment, performance and observance of As security for all of the Secured Obligations, the Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers grants to the Trustee as the Collateral Agent Agent, for the benefit of the Agent and the Lenders, a continuing security interest in, lien on, assignment of and right of set off against, all of the present and future Holders of Secured Obligations, a Lien upon all of its right, title and interest in, to and under all personal following property and other assetsassets of the Grantor, whether now owned by or owing to, existing or hereafter acquired by or arising in favor of the Grantor (including under any trade namesarising, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the Grantor, and regardless of where located (all of which being hereinafter collectively referred to as the "COLLATERAL"), includinglocated: (i) all Accounts; (ii) all Chattel Papercontract rights; (iii) all DocumentsChattel Paper; (iv) all General Intangibles (including payment intangibles and software, but excluding any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable law, including Sections 9-406 and 9-408 of the Code)Documents; (v) all Goods (including Inventory, P&E and Fixtures)Instruments; (vi) all InstrumentsSupporting Obligations and Letter-of-Credit Rights; (vii) all General Intangibles; (viii) all Goods; (ix) all Investment Property; (viii) all Deposit Accounts; (ixx) all money, cash, cash or cash equivalents equivalents, securities and other property of any kind of the Grantor; (x) all Supporting Obligations and all Letter-of-Credit Rights of Grantor held directly or indirectly by the GrantorAgent or any Lender; (xi) all commercial tort claimsof the Grantor’s Deposit Accounts, credits, and balances with and other claims against the Agent or any Lender or any of their Affiliates or any other financial institution with which the Grantor maintains deposits, including any Payment Accounts; (xii) all books, records and other property related to or referring to any of the foregoing, including books, records, account ledgers, data processing records, computer software and other property and General Intangibles at any time evidencing or relating to any of the foregoing; and (xiixiii) to the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions for and replacements forreplacements, products and rents and profits of, each proceeds of any of the foregoing; PROVIDED, that including, but not limited to, proceeds of any insurance policies, claims against third parties, and condemnation or requisition payments with respect to all or any of the foregoing. All of the foregoing, together with the Real Estate covered by the Mortgage(s), all equity interests in Subsidiaries pledged to the Agent and all other property of the Grantor in which the Agent or any Lender may at any time be granted a Lien as collateral for the Obligations, is herein collectively referred to as the “Collateral.” Notwithstanding the foregoing, the Collateral shall not be deemed to include the following: (a) any property which is an Excluded Asset for as long as such property is an Excluded Asset, but if any such property at any time ceases to be an Excluded Asset, it shall immediately and automatically become part of the Collateral without need for any additional grant of a security interest therein. (b) In addition, to secure the prompt and complete payment, performance and observance of the Secured Obligations and in order to induce the Trustee and the Initial Purchasers as aforesaid, the Grantor hereby grants to the Trustee as the Collateral Agent for the benefit of the present and future Holders of Secured Obligations, a right of setoff against the property General Intangibles of the Grantor held by the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, consisting of property described above in Section 2(a) now licenses, leases or hereafter in the possession or custody of or in transit other contracts to the Credit Agreement Agent, extent that (i) such General Intangibles are not assignable or capable of being encumbered as a matter of law or under the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, for any purpose, including safekeeping, collection or pledge, for the account terms of the Grantorlicense, lease or as other agreement applicable thereto (but solely to which the Grantor may have extent that any right such restriction shall be enforceable under applicable law), without the consent of the licensor or power.lessor thereof or other applicable party thereto, and (ii) such consent has not been obtained; provided, however, that the foregoing grant of

GRANT OF LIEN. (a) To secure the prompt and complete payment, performance and observance of all of the Secured Obligations, the each Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Trustee as the Collateral Agent for the benefit of all of the present and future Holders of Secured ObligationsLender, a first priority security interest in, and Lien upon all of its right, title and interest in, to and under all personal property and other assets, assets whether now owned by or owing to, or hereafter acquired by or arising in favor of the such Grantor (including under any trade names, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the to, such Grantor, and regardless of where located (all of which being hereinafter collectively referred to as the "COLLATERALCollateral"), including: (i) all Accounts; (ii) all Chattel Paper; (iii) all Contracts; (iv) all Documents; (ivv) all General Intangibles (including payment intangibles and software, but excluding any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable law, including Sections 9-406 and 9-408 of the CodeSoftware); (vvi) all Goods (including Inventory, P&E Equipment and Fixtures); (vivii) all Instruments; (viiviii) all Investment Property; (viiiix) all Deposit Accounts, of any Grantor, inclusive all deposit and other bank accounts and all deposits therein; (ixx) all money, cash or cash equivalents of the Grantor; (x) all Supporting Obligations and all Letter-of-Credit Rights of the any Grantor; (xi) all commercial tort claims; andInventory; (xii) all Global Subsidiaries Stock; (xiii) all Supporting Obligations and Letter of Credit Rights of any Grantor; (xiv) to the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing; PROVIDED. Lender acknowledges that it has previously been granted a first priority security interest in, that the Collateral shall not include any property which is an Excluded Asset for as long as such property is an Excluded Assetand Lien upon, but if any such property at any time ceases to be an Excluded Asset, it shall immediately and automatically become part all of the Collateral without need for any additional grant of above assets in connection with a security interest thereinloan agreement, dated September 30, 2002, with the same parties hereof. (b) In addition, to secure the prompt and complete payment, performance and observance of the Secured Obligations and in order to induce the Trustee and the Initial Purchasers as aforesaid, the Grantor hereby grants to the Trustee as the Collateral Agent for the benefit of the present and future Holders of Secured Obligations, a right of setoff against the property of the Grantor held by the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, for any purpose, including safekeeping, collection or pledge, for the account of the Grantor, or as to which the Grantor may have any right or power.

GRANT OF LIEN. (a) To secure the prompt and complete payment, performance and observance of all of the Secured ObligationsObligations (specifically including, without limitation, each Borrower's Obligations arising under the cross-guaranty provisions of Section 12 of the Credit Agreement and each Guarantor's obligations arising under the Guaranties), each Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Trustee as the Collateral Agent Agent, for the benefit of all Agent and Lenders, and each Grantor hereby confirms the existing and continuing grant, conveyance, mortgage, pledge, hypothecation, and transfer to Agent, for the benefit of the present Agent and future Holders of Secured ObligationsLenders of, a Lien upon all of its right, title and interest in, to and under all the following personal property and other assetsof such Grantor, whether now owned by or owing to, or hereafter acquired by or arising in favor of the of, such Grantor (including under any trade names, styles or derivations thereof), and whether owned by or consigned by or to, or leased from or to the to, such Grantor, and regardless of where located (all of which being hereinafter collectively referred to as the "COLLATERALCollateral"), including:): (i) all Accounts; (ii) all Chattel Paper; (iii) all Contracts; (iv) all Deposit Accounts, including all Blocked Accounts, Concentration Accounts, Disbursement Accounts, and all other bank accounts and all funds on deposit therein; (v) all Documents; (ivvi) all General Intangibles (including payment intangibles and software, but excluding any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable law, including Sections 9-406 and 9-408 of the CodeSoftware); (vvii) all Goods (including Inventory, P&E Fixtures and FixturesInventory but excluding Equipment,); (viviii) all Instruments; (viiix) all Investment Property; (viiix) all Deposit AccountsLetter-of-Credit Rights; (ixxi) all money, cash or cash equivalents of the Grantorequivalents; (xxii) all Supporting Obligations and all Letter-of-Credit Rights of the GrantorObligations; (xixiii) all the commercial tort claimsclaims set forth on Annex A hereto; and (xiixiv) to the extent not otherwise includedincluded in the foregoing, all Proceeds, products, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing and products of the foregoing payment and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing; PROVIDED, that the Collateral shall not include any property which is an Excluded Asset for as long as such property is an Excluded Asset, but if any such property at any time ceases to be an Excluded Asset, it shall immediately and automatically become part of the Collateral without need for any additional grant of a security interest therein. (b) In addition, to secure the prompt and complete payment, performance and observance of the Secured Obligations and in order to induce the Trustee and the Initial Purchasers as aforesaid, the Grantor hereby grants to the Trustee as the Collateral Agent for the benefit of the present and future Holders of Secured Obligations, a right of setoff against the property of the Grantor held by the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, for any purpose, including safekeeping, collection or pledge, for the account of the Grantor, or as to which the Grantor may have any right or power.

GRANT OF LIEN. (a) To secure the prompt and complete paymentAs security for all Obligations, performance and observance of all each of the Secured Obligations, the Grantor Grantors hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers grants to the Trustee as the Collateral Agent Agent, for the benefit of the Agent and the Lenders, a continuing security interest in, lien on, assignment of and right of set-off against, all of the present and future Holders of Secured Obligations, a Lien upon all of its right, title and interest in, to and under all personal following property and other assetsassets of each such respective Grantor, whether now owned by or owing to, existing or hereafter acquired by or arising in favor of the Grantor (including under any trade namesarising, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the Grantor, and regardless of where located (all of which being hereinafter collectively referred to as the "COLLATERAL"), includinglocated: (i) all Accounts; (ii) all Chattel PaperInventory; (iii) all Documentscontract rights, including Assigned Contracts; (iv) all General Intangibles (including payment intangibles and software, but excluding any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable law, including Sections 9-406 and 9-408 of the Code)Chattel Paper; (v) all Goods (including Inventory, P&E and Fixtures)Documents; (vi) all Instruments; (vii) all Investment PropertySupporting Obligations and Letter-of-Credit Rights; (viii) all Deposit AccountsGeneral Intangibles (including payment intangibles and Software); (ix) all money, cash or cash equivalents of the GrantorGrantors' Deposit Accounts, credits, and balances with and other claims against the Agent or any Lender or any of their Affiliates or any other financial institution with which any Grantor maintains deposits, including any Payment Accounts; (x) all Supporting Obligations books, records and all Letter-of-Credit Rights other property related to or referring to any of the Grantor;foregoing, including books, records, account ledgers, data processing records, computer software and other property and General Intangibles at any time evidencing or relating to any of the foregoing; and (xi) all commercial tort claims; and (xii) accessions to, substitutions for and replacements, products and proceeds of any of the foregoing, including, but not limited to, proceeds of any insurance policies, claims against third parties, and condemnation or requisition payments with respect to all or any of the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing and products foregoing. All of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each other property of any Grantor in which the foregoing; PROVIDED, that the Collateral shall not include Agent or any property which is an Excluded Asset for as long as such property is an Excluded Asset, but if any such property Lender may at any time ceases be granted a Lien as collateral for the Obligations, is herein collectively referred to be an Excluded Asset, it shall immediately and automatically become part of as the Collateral without need for any additional grant of a security interest therein"Collateral." (b) In addition, to secure the prompt and complete payment, performance and observance All of the Secured Obligations and in order to induce the Trustee and the Initial Purchasers as aforesaid, the Grantor hereby grants to the Trustee as the Collateral Agent for the benefit shall be secured by all of the present and future Holders of Secured Obligations, a right of setoff against the property of the Grantor held by the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, for any purpose, including safekeeping, collection or pledge, for the account of the Grantor, or as to which the Grantor may have any right or powerCollateral.

GRANT OF LIEN. (a) To secure the prompt and complete payment, performance and observance of all of the Secured Obligations, the each Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Trustee as the Collateral Agent Administrative Agent, for itself and the benefit of all of the present and future Holders of Secured ObligationsLenders, a Lien upon all of its right, title and interest in, to and under all personal property and other assetsassets of Grantors, now owned or hereafter acquired, including but not limited to the following property, whether now owned by or owing to, or hereafter acquired by or arising in favor of the such Grantor (including under any trade names, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the to, such Grantor, and regardless of where located (all of which being hereinafter collectively referred to as the "COLLATERALCollateral"), including:): (i) all Accounts; (ii) all Chattel Paper; (iii) all DocumentsContracts; (iv) all General Intangibles (including payment intangibles and software, but excluding any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable law, including Sections 9-406 and 9-408 of the Code)Deposit Accounts; (v) all Goods (including Inventory, P&E and Fixtures)Documents; (vi) all Electronic Chattel Paper; (vii) all Equipment; (viii) all Fixtures; (ix) all General Intangibles; (x) all Goods; (xi) all Instruments; (viixii) all Inventory; (xiii) all Investment Property; (viiixiv) all Deposit AccountsLetter-of-Credit Rights; (ixxv) All Borrower Accounts, Concentration Accounts, Disbursement Accounts, and all other deposit and other bank accounts and all deposits therein; (xvi) all money, cash or cash equivalents of the any Grantor; (xxvii) all Supporting Obligations and all Letter-of-Credit Rights commercial tort claims listed in Schedule 15 of the Grantor; (xi) all commercial tort claimsPerfection Certificate; and (xiixviii) to the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing Proceeds and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing; PROVIDED, that the Collateral shall not include any property which is an Excluded Asset for as long as such property is an Excluded Asset, but if any such property at any time ceases to be an Excluded Asset, it shall immediately and automatically become part of the Collateral without need for any additional grant of a security interest therein. (b) In addition, to secure the prompt and complete payment, performance and observance of the Secured Obligations and in order to induce the Trustee Administrative Agent and the Initial Purchasers Lenders as aforesaid, the each Grantor hereby grants to the Trustee as the Collateral Agent Administrative Agent, for itself and the benefit of the present and future Holders of Secured ObligationsLenders, a right of setoff against the property of the Grantor held by the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, extent permitted by and in accordance with the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, for any purpose, including safekeeping, collection or pledge, for the account of the Grantor, or as to which the Grantor may have any right or power.terms and conditions contained in

GRANT OF LIEN. (a) To secure As security for the due and prompt payment and complete paymentperformance when due (whether at the stated maturity, performance and observance by acceleration or otherwise) by each Grantor of all of the Secured Obligations, the Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Trustee as the Collateral Agent for the benefit of all of the its present and future Holders of Obligations (such Obligations, as to any Grantor, being the “Secured Obligations” of such Grantor), each Grantor hereby grants to the Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a Lien upon security interest (the “Security Interest”) in and continuing lien on all of its such Grantor’s right, title and interest in, in or to any and under all personal property of the following properties and other assetsassets of such Grantor and all powers and rights of such Grantor in all of the following (including the power to transfer rights in the following), whether now owned by or owing to, existing or at any time hereafter acquired by or arising in favor of the Grantor (including under any trade namesarising, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the Grantor, and regardless of where located (all of which being hereinafter collectively referred to as collectively, the "COLLATERAL"), including:“Collateral”): (i) all Accounts; (ii) all Chattel PaperInventory, including all Rental Equipment; (iii) all Documentsleases of Inventory, Equipment and other Goods (whether or not in the form of a lease agreement), including all Leases; (iv) all General Intangibles (including payment intangibles and software, but excluding documentation evidencing rights in any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable lawInventory or Equipment, including Sections 9-406 all certificates, certificates of title, manufacturer’s statements of origin, and 9-408 of the Code)other collateral instruments; (v) all Goods (contract rights, including Inventory, P&E and Fixtures)contract rights in respect of any Like-Kind Exchange; (vi) all InstrumentsChattel Paper; (vii) all Investment PropertyDocuments; (viii) all Deposit AccountsInstruments; (ix) all money, cash or cash equivalents of the GrantorSupporting Obligations and Letter-of-Credit Rights; (x) all Supporting Obligations General Intangibles (including Payment Intangibles and all Letter-of-Credit Rights of the GrantorSoftware); (xi) all commercial tort claimsGoods; (xii) all Equipment; (xiii) all Investment Property, including the following (the “Security Collateral”): (A) the Initial Pledged Equity and the certificates, if any, representing the Initial Pledged Equity, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Initial Pledged Equity and all subscription warrants, rights or options issued thereon or with respect thereto; (B) all additional shares of stock and other equity interests of or in any issuer of the Initial Pledged Equity, any successor entity or any other entity from time to time organized, created or acquired by such Grantor in any manner (such equity interests, together with the Initial Pledged Equity, being the “Pledged Equity”), and the certificates, if any, representing such additional shares or other equity interests, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares or other equity interests and all subscription warrants, rights or options issued thereon or with respect thereto; (C) the Initial Pledged Debt and the instruments, if any, evidencing the Initial Pledged Debt, and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Initial Pledged Debt; and (xiiD) all additional indebtedness from time to time owed to such Grantor (such indebtedness, together with the extent not otherwise includedInitial Pledged Debt, being the “Pledged Debt”) and the instruments, if any, evidencing such indebtedness, and all Proceedsinterest, tort claimscash, insurance claims instruments and other rights property from time to payments not time received, receivable or otherwise included distributed in respect of or in exchange for any or all of such indebtedness; (xiv) all money, cash, cash equivalents, securities and other property of any kind of such Grantor held directly or indirectly by the Agent, any Lender, the ABL Agent, any Lender (as defined in the foregoing ABL Agreement), the Collateral Agent (as defined in the Notes Security Agreement), any Second Lien Agent (as defined in the Notes Security Agreement) or any of their Affiliates; (xv) all of such Grantor’s Material Accounts, credits, and products balances with and other claims against the Agent, any Lender, the ABL Agent, any Lender (as defined in the ABL Agreement), the Collateral Agent (as defined in the Notes Security Agreement), any Second Lien Agent (as defined in the Notes Security Agreement) or any of their Affiliates or any other financial institution with which such Grantor maintains deposits, including all Payment Accounts; (xvi) all books, records and other property related to or referring to any of the foregoing foregoing, including books, records, account ledgers, data processing records, computer software and other property; and (xvii) all accessions to, substitutions for and replacements forreplacements, products and rents proceeds of any of the foregoing, including, but not limited to, proceeds of any insurance policies, claims against third parties and profits of, each condemnation or requisition payments with respect to all or any of the foregoing; PROVIDEDprovided, that however, the Collateral “Collateral” shall not include the following (collectively, the “Excluded Assets”): (a) any property rights, titles or interests of a Grantor in any instrument, permit, General Intangible, Lease, license or agreement to which such Grantor is an Excluded Asset for as long as such property is an Excluded Asseta party (other than any of the foregoing with or by any other Grantor or any Subsidiary or other controlled Affiliate of a Grantor) or any of its right, title or interest thereunder to the extent, but if any such property at any time ceases only to be an Excluded Assetthe extent, it shall immediately and automatically become part of the Collateral without need for any additional that a grant of a security interest therein.therein to the Agent would, under the terms of such instrument, permit, General Intangible, Lease, license or agreement, result in a breach of the terms of, or constitute a default under, or result in the abandonment, invalidation or unenforceability of or create a right of termination in favor of or require the consent (which has not been obtained or waived) of any other party under, such instrument, permit, General Intangible, Lease, license or agreement; provided that the foregoing exclusion shall not be construed to apply to the extent any such term is ineffective or unenforceable under the UCC (including Sections 9-406, 9-407, 9-408 or 9-409) or any other applicable law so that no breach, default, abandonment, invalidity or unenforceability would occur; (b) In additionany asset to the extent the granting of a security interest therein to the Agent is prohibited by applicable law or would require the consent, approval, license or authorization of any Governmental Authority or, except with respect to secure the prompt any Rental Equipment, Merchandise and complete paymentConsumables Inventory, performance and observance any proceeds of any of the Secured Obligations and in order foregoing, any Material Accounts into which any such proceeds are deposited, or any books or records related to induce any of the Trustee and foregoing, other third party (except a Grantor or any Subsidiary or other controlled Affiliate of a Grantor) that has not been obtained or waived; provided that the Initial Purchasers as aforesaid, the Grantor hereby grants foregoing exclusion shall not be construed to apply to the Trustee as extent any such prohibition or requirement for consent, approval, license or authorization is ineffective or unenforceable under the Collateral Agent for the benefit of the present and future Holders of Secured ObligationsUCC (including Sections 9-406, a right of setoff against the property of the Grantor held by the Credit Agreement Agent9-407, the Trustee, the Collateral Agent 9-408 or 9-409) or any present or future Holder of Secured Obligations, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, for any purpose, including safekeeping, collection or pledge, for the account of the Grantor, or as to which the Grantor may have any right or power.other applicable law;

GRANT OF LIEN. (a) To secure the prompt and complete payment, performance and observance of all of the Secured Grantor's Obligations, the Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Trustee as the Collateral Agent Agent, for itself and the benefit of all of the present and future Holders of Secured ObligationsLenders, a Lien security interest in and lien upon all of its right, title and interest in, to and under all personal property and the following property, other assetsthan Permitted Encumbrances, whether now owned by or owing to, or hereafter acquired by or arising in favor of the Grantor (including under any trade names, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the to, Grantor, and regardless of where located (all of which being hereinafter collectively referred to as the "COLLATERALCollateral"), including:): (i) all Accounts; (ii) all Chattel Paper; (iii) all DocumentsContracts; (iv) all General Intangibles (including payment intangibles and software, but excluding any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable law, including Sections 9-406 and 9-408 of the Code)Documents; (v) all Goods (including Inventory, P&E and Fixtures)Equipment; (vi) all Fixtures; (vii) all General Intangibles; (viii) all goods; (ix) all Instruments; (viix) all Inventory; (xi) all Investment Property; (viiixii) all Deposit Borrower Accounts, Concentration Accounts, Disbursement Accounts, Funding Accounts, and all other deposit and other bank accounts and all deposits therein; (ixxiii) all money, cash or cash equivalents of the Grantor; (x) all Supporting Obligations and all Letter-of-Credit Rights of the Grantor; (xi) all commercial tort claims; and (xiixiv) to the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing Proceeds and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing; PROVIDED, that the Collateral shall not include any property which is an Excluded Asset for as long as such property is an Excluded Asset, but if any such property at any time ceases to be an Excluded Asset, it shall immediately and automatically become part of the Collateral without need for any additional grant of a security interest therein. (b) In addition, to secure the prompt and complete payment, performance and observance of the Secured Obligations and in order to induce the Trustee Agent and the Initial Purchasers Lenders as aforesaid, the Grantor hereby grants to the Trustee as the Collateral Agent Agent, for itself and the benefit of the present and future Holders of Secured ObligationsLenders, a right of setoff against the property of the Grantor held by the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured ObligationsLender, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured ObligationsLender, for any purpose, including safekeeping, collection or pledge, for the account of the Grantor, or as to which the Grantor may have any right or power. (c) The liens and security interests granted to Agent, for itself and the benefit of Lenders, pursuant to this Section 2 shall be, and shall be deemed to be, subordinate in priority to all Liens of Agent and Lenders now or hereafter securing the Obligations which do not constitute Litigation Obligations in accordance with Section 5.11 of the Litigation L/C Agreement, which is incorporated herein by reference.

GRANT OF LIEN. (a) To secure the prompt and complete payment, performance and observance of all of the Secured ObligationsLiabilities, the Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Trustee as the Collateral Agent Agent, for its benefit and the benefit of all of the present and future Holders of Secured ObligationsLenders, a Lien upon all of its right, title and interest in, to and under all personal property and other assetsthe following property, whether now owned by or owing to, or hereafter acquired by or arising in favor of the Grantor (including under any trade names, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the to, Grantor, and regardless of where located (all of which being hereinafter collectively referred to as the "COLLATERALCollateral"), including:): (i) all Accounts; (ii) all Chattel Paper; ; (iii) all Documents; Contracts; (iv) all General Intangibles (including payment intangibles and software, but excluding any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable law, including Sections 9-406 and 9-408 of the Code); Documents; (v) all Goods (including Inventory, P&E and Fixtures); Equipment; (vi) all Instruments; Fixtures; (vii) all Investment Property; General Intangibles; (viii) all Deposit Accounts; Instruments; (ix) all goods; (x) all Inventory; (xi) all Investment Property; (xii) All Bank Accounts, and all other deposit and other bank accounts and all deposits therein; (xiii) all money, cash or cash equivalents of the Grantor; (x) all Supporting Obligations and all Letter-of-Credit Rights of the Grantor; (xi) all commercial tort claims; and (xiixiv) to the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights proceeds relating to payments not otherwise included in any of the foregoing (including business interruption insurance) and all cash and non-cash proceeds and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing; PROVIDED, that the Collateral shall not include any property which is an Excluded Asset for as long as such property is an Excluded Asset, but if any such property at any time ceases to be an Excluded Asset, it shall immediately and automatically become part of the Collateral without need for any additional grant of a security interest therein. (b) In addition, to secure the prompt and complete payment, performance and observance of the Secured Obligations Liabilities and in order to induce the Trustee and the Initial Purchasers Lenders as aforesaid, the Grantor hereby grants to the Trustee as the Collateral Agent for the benefit of the present and future Holders of Secured ObligationsAgent, a right of setoff against the property of the Grantor held by the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, for any purpose, including safekeeping, collection or pledge, for the account of the Grantor, or as to which the such Grantor may have any right or power.

GRANT OF LIEN. (a) To secure the prompt and complete payment, performance and observance of all of the Secured Obligations, the Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Trustee as the Collateral Agent As security for the benefit due and prompt payment and performance when due (whether at the stated maturity, by acceleration or otherwise) by each Grantor of all of the present and future Holders Secured Obligations of such Grantor, each Grantor hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured ObligationsParties, a Lien upon security interest (the “Security Interest”) in and continuing lien on all of its such Grantor’s right, title and interest in, in or to any and under all personal property of the following properties and other assetsassets of such Grantor and all powers and rights of such Grantor in all of the following (including the power to transfer rights in the following), whether now owned by or owing to, existing or at any time hereafter acquired by or arising in favor of the Grantor (including under any trade namesarising, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the Grantor, and regardless of where located (all of which being hereinafter collectively referred to as collectively, the "COLLATERAL"), including:“Collateral”): (i) all Accounts; (ii) all Chattel PaperInventory, including all Rental Equipment; (iii) all Documentsleases of Inventory, Equipment and other Goods (whether or not in the form of a lease agreement), including all Leases; (iv) all General Intangibles (including payment intangibles and software, but excluding documentation evidencing rights in any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable lawInventory or Equipment, including Sections 9-406 all certificates, certificates of title, manufacturer’s statements of origin, and 9-408 of the Code)other collateral instruments; (v) all Goods (contract rights, including Inventory, P&E and Fixtures)contract rights in respect of any Like-Kind Exchange; (vi) all InstrumentsChattel Paper; (vii) all Investment PropertyDocuments; (viii) all Deposit AccountsInstruments; (ix) all money, cash or cash equivalents of the GrantorSupporting Obligations and Letter-of-Credit Rights; (x) all Supporting Obligations General Intangibles (including Payment Intangibles and all Letter-of-Credit Rights of the GrantorSoftware); (xi) all commercial tort claimsGoods; (xii) all Equipment; (xiii) all Investment Property, including the following (the “Security Collateral”): (A) the Initial Pledged Equity and the certificates, if any, representing the Initial Pledged Equity, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Initial Pledged Equity and all subscription warrants, rights or options issued thereon or with respect thereto; (B) all additional shares of stock and other equity interests of or in any issuer of the Initial Pledged Equity or any successor entity from time to time acquired by such Grantor in any manner (such equity interests, together with the Initial Pledged Equity, being the “Pledged Equity”), and the certificates, if any, representing such additional shares or other equity interests, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares or other equity interests and all subscription warrants, rights or options issued thereon or with respect thereto; (C) the Initial Pledged Debt and the instruments, if any, evidencing the Initial Pledged Debt, and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Initial Pledged Debt; and (xiiD) all additional indebtedness from time to time owed to such Grantor (such indebtedness, together with the extent not otherwise includedInitial Pledged Debt, being the “Pledged Debt”) and the instruments, if any, evidencing such indebtedness, and all Proceedsinterest, tort claimscash, insurance claims instruments and other rights property from time to payments not time received, receivable or otherwise included distributed in respect of or in exchange for any or all of such indebtedness; (xiv) all money, cash, cash equivalents, securities and other property of any kind of such Grantor held directly or indirectly by the Collateral Agent, any Second Lien Agent, the Credit Agreement Agent, any Lender (as defined in the foregoing Credit Agreement) or any of their Affiliates; (xv) all of such Grantor’s Material Accounts, credits, and products balances with and other claims against the Collateral Agent, any Second Lien Agent, the Credit Agreement Agent or any Lender or any of their Affiliates or any other financial institution with which such Grantor maintains deposits, including all Payment Accounts; (xvi) all books, records and other property related to or referring to any of the foregoing foregoing, including books, records, account ledgers, data processing records, computer software and other property; and (xvii) all accessions to, substitutions for and replacements forreplacements, products and proceeds of any of the foregoing, including, but not limited to, proceeds of any insurance policies, claims against third parties, and rents and profits of, each condemnation or requisition payments with respect to all or any of the foregoing; PROVIDEDprovided, that however, the Collateral “Collateral” shall not include include: (a) any property which is an Excluded Asset for as long as rights or interests of a Grantor in any contract if, under the terms of such property is an Excluded Assetcontract or any Requirement of Law with respect thereto, but if any such property at any time ceases to be an Excluded Asset, it shall immediately and automatically become part of the Collateral without need for any additional valid grant of a security interest therein.or other Lien therein to the Collateral Agent is prohibited and such prohibition has not been or is not waived or the consent of the other party to such contract has not been or is not otherwise obtained or under Requirements of Law such prohibition cannot be waived, provided that the foregoing exclusion shall in no way be construed (i) to apply if any such prohibition is ineffective or unenforceable under the UCC (including Sections 9-406, 9-407, 9-408 or 9-409) or any other applicable law or (ii) so as to limit, impair or otherwise affects the Collateral Agent’s unconditional continuing security interest in and Lien upon any rights or interests of Grantors in or to monies due or to become due under any such contract (including any Accounts); (b) In additionany of the outstanding voting equity or other voting ownership interests of a Foreign Entity in excess of 65% of the voting power of all classes of equity or other ownership interests of such Foreign Entity entitled to vote; (c) any “intent-to-use” United States of America based trademark or service xxxx application until such time that a statement of use has been filed with the United States Patent and Trademark Office for such application, unless the grant of a security interest therein would not render such “intent-to-use” based trademark or service xxxx application invalid or subject to secure cancellation; (d) any property that is subject to a lien securing purchase money or sale/leaseback Indebtedness permitted under the prompt Indenture and complete paymentAdditional Second Lien Agreements (if any) pursuant to documents that prohibit such Grantor from granting any other Liens in such property, performance and observance such prohibition has not been or is not waived or the consent of the other party to such contract has not been or is not otherwise obtained or under Requirements of Law such prohibition cannot be waived, and only for so long as such Indebtedness remains outstanding; (e) except to the extent specifically provided herein, (i) Accounts, Leases, contractual rights or any other assets (other than Inventory or Equipment) subject to any Qualified Receivables Transaction or (ii) Accounts, Leases, contractual rights or any other assets subject to any Like-Kind Exchange; (f) the equity interests, and any certificates or instruments in respect thereof, in United Rentals of Nova Scotia (No. 1), ULC and United Rentals of Nova Scotia (No. 2), ULC or any other unlimited liability company organized under the laws of Nova Scotia; and (g) the equity interests, and any certificates or instruments in respect thereof, in United Rentals Industrial Services, LLC and any other joint venture or non-wholly owned Subsidiary, the governing agreements of which prohibit the pledge or other granting of security over equity interests in such Subsidiary and such prohibition has not been or is not waived or the consent of the other party to such contract has not been or is not otherwise obtained or under Requirements of Law such prohibition cannot be waived. All of the Secured Obligations of any Grantor shall be secured by all of the Collateral of such Grantor and any other property of such Grantor that secures any of the Secured Obligations (but in order to induce the Trustee and the Initial Purchasers as aforesaid, the Grantor hereby grants any event subject to the Trustee prior security interests granted to the First Lien Secured Parties as the Collateral Agent for the benefit of the present and future Holders of Secured Obligations, a right of setoff against the property of the Grantor held by the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, consisting of property described above in Section 2(a) now or hereafter provided in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, for any purpose, including safekeeping, collection or pledge, for the account of the Grantor, or as to which the Grantor may have any right or powerIntercreditor Agreement).

GRANT OF LIEN. (a) To secure the prompt and complete paymentpayment in full when due, whether at stated maturity, by acceleration or otherwise, and performance and observance of all of the Obligations of any kind under or in connection with the Credit Agreement, the Subsidiary Guaranty and the other Loan Documents and all obligations of Grantors hereunder now or hereafter existing under this Agreement, including, without limitation, all fees, costs and expenses whether in connection with collection actions hereunder or otherwise (collectively, the "Secured Obligations"), the each Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Trustee as the Collateral Agent Agent, for itself and the benefit of all of the present and future Holders of Secured ObligationsLenders, a Lien upon all of its right, title and interest in, to and under all personal property and other assetsthe following property, whether now owned by or owing to, or hereafter acquired by or arising in favor of the such Grantor (including under any trade names, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the to, such Grantor, and regardless of where located (all of which being hereinafter collectively referred to as the "COLLATERALCollateral"), includingprovided, that each Grantor's grant of security in any Canadian trademarks (as defined in the Trademarks Act (Canada)) under this Security Agreement shall be limited to a grant by such Grantor of a security interest in all of such Grantor's right, title and interest in such trademarks: (i) all Accounts; (ii) all Chattel Paper; (iii) all DocumentsContracts; (iv) all General Intangibles (including payment intangibles and software, but excluding any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable law, including Sections 9-406 and 9-408 of the Code)Documents; (v) all Goods (including Inventory, P&E and Fixtures)Equipment; (vi) all Fixtures; (vii) all General Intangibles; (viii) all goods; (ix) all Instruments; (viix) all Raw Materials; (xi) all Inventory; (xii) all Investment Property; (viiixiii) all Deposit Borrower Accounts, Concentration Accounts, Disbursement Accounts, and all other deposit and other bank accounts and all deposits therein; (ixxiv) all money, cash or cash equivalents of the such Grantor; (x) all Supporting Obligations and all Letter-of-Credit Rights of the Grantor; (xi) all commercial tort claims; and (xiixv) to the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing Proceeds and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing; PROVIDED, that the Collateral shall not include any property which is an Excluded Asset for as long as such property is an Excluded Asset, but if any such property at any time ceases to be an Excluded Asset, it shall immediately and automatically become part of the Collateral without need for any additional grant of a security interest therein. (b) In addition, to secure the prompt and complete payment, performance and observance of the Secured Obligations and in order to induce the Trustee Agent and the Initial Purchasers Lenders as aforesaid, the each Grantor hereby grants to the Trustee as the Collateral Agent Agent, for itself and the benefit of the present and future Holders of Secured ObligationsLenders, a right of setoff setoff, exercisable in accordance with the terms hereof and of the Loan Documents, against the property of the such Grantor held by the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured ObligationsLender, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured ObligationsLender, for any purpose, including safekeeping, collection or pledge, for the account of the such Grantor, or as to which the such Grantor may have any right or power.

GRANT OF LIEN. (a) To secure As security for the due and prompt payment and complete paymentperformance when due (whether at the stated maturity, performance and observance by acceleration or otherwise) by each Grantor of all of the Secured Obligations, the Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Trustee as the Collateral Agent for the benefit of all of the its present and future Holders of Canadian Obligations (such Obligations, as to any Grantor, being the “Secured Obligations” of such Grantor), each Grantor hereby grants to the Agent, its successors and assigns, for the ratable benefit of the applicable Secured Parties, a Lien upon security interest (the “Security Interest”) in and continuing lien on all of its such Grantor’s right, title and interest inin or to any and all of the personal property, assets and undertakings of such Grantor and all powers and rights of such Grantor in all of the following (including the power to and under all personal property and other assetstransfer rights in the following), whether now owned by or owing to, existing or at any time hereafter acquired by or arising in favor of the Grantor (including under any trade namesarising, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the Grantor, and regardless of where located (all of which being hereinafter collectively referred to as collectively, the "COLLATERAL"), including:“Collateral”): (i) all Accounts; (ii) all Chattel PaperInventory, including all Rental Equipment; (iii) all Documentsleases of Inventory, Equipment and other Goods (whether or not in the form of a lease agreement), including all Leases; (iv) all General Intangibles (including payment intangibles and software, but excluding documentation evidencing rights in any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable lawInventory or Equipment, including Sections 9-406 all certificates and 9-408 of the Code)other collateral instruments; (v) all Goods (contract rights, including Inventory, P&E and Fixtures)contract rights in respect of any Like-Kind Exchange; (vi) all InstrumentsChattel Paper; (vii) all Investment PropertyDocuments; (viii) all Deposit AccountsInstruments; (ix) all money, cash or cash equivalents of the GrantorSupporting Obligations and Letter-of-Credit Rights; (x) all Supporting Obligations General Intangibles (including Payment Intangibles and Software); (xi) all Goods (excluding “Consumer Goods” as such term is defined in the PPSA); (xii) all Equipment; (xiii) all Investment Property, including the following (the “Security Collateral”): (A) the Initial Pledged Equity and the certificates, if any, representing the Initial Pledged Equity, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Initial Pledged Equity and all subscription warrants, rights or options issued thereon or with respect thereto; (B) all additional shares of stock and other equity interests of or in any issuer of the Initial Pledged Equity, any successor entity or any other entity from time to time organized, created or acquired by such Grantor in any manner (such equity interests, together with the Initial Pledged Equity, being the “Pledged Equity”), and the certificates, if any, representing such additional shares or other equity interests, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares or other equity interests and all subscription warrants, rights or options issued thereon or with respect thereto; (C) the Initial Pledged Debt and the instruments, if any, evidencing the Initial Pledged Debt, and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Initial Pledged Debt; and (D) all additional indebtedness from time to time owed to such Grantor (such indebtedness, together with the Initial Pledged Debt, being the “Pledged Debt”) and the instruments, if any, evidencing such indebtedness, and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (xiv) all money, cash, cash equivalents, securities and other property of any kind of such Grantor held directly or indirectly by the Agent or any Lender or any of their Affiliates; (xv) all of such Grantor’s Material Accounts, credits and balances with and other claims against the Agent or any Lender or any of their Affiliates or any other financial institution with which such Grantor maintains deposits, including all Payment Accounts; (xvi) all books, records and other property related to or referring to any of the foregoing, including books, records, account ledgers, data processing records, computer software and other property; and (xvii) all accessions to, substitutions for and replacements, products and proceeds of any of the foregoing, including, but not limited to, proceeds of any insurance policies, claims against third parties and condemnation or requisition payments with respect to all or any of the foregoing; provided, however, the “Collateral” shall not include the following (collectively, the “Excluded Assets”): (b) any rights, titles or interests of a Grantor in any instrument, permit, General Intangible, Lease, license or agreement to which such Grantor is a party (other than any of the foregoing with or by any other Grantor or any Subsidiary or other controlled Affiliate of a Grantor) or any of its right, title or interest thereunder to the extent, but only to the extent, that a grant of a security interest therein to the Agent would, under the terms of such instrument, permit, General Intangible, Lease, license or agreement, result in a breach of the terms of, or constitute a default under, or result in the abandonment, invalidation or unenforceability of or create a right of termination in favour of or require the consent (which has not been obtained or waived) of any other party under, such instrument, permit, General Intangible, Lease, license or agreement; provided that the foregoing exclusion shall not be construed to apply to the extent any such term is ineffective or unenforceable under the Uniform Commercial Code (as in effect from time to time in the applicable jurisdiction, the “UCC”) (including Sections 9-406, 9-407, 9-408 or 9-409), the comparable provisions of the PPSA, or any other applicable law so that no breach, default, abandonment, invalidity or unenforceability would occur; (c) any asset to the extent the granting of a security interest therein to the Agent is prohibited by applicable law or would require the consent, approval, license or authorization of any Governmental Authority or, except with respect to any Rental Equipment, Merchandise and Consumables Inventory, any proceeds of any of the foregoing, any Material Accounts into which any such proceeds are deposited, or any books or records related to any of the foregoing, other third party (except a Grantor or any Subsidiary or other controlled Affiliate of a Grantor) that has not been obtained or waived; provided that the foregoing exclusion shall not be construed to apply to the extent any such prohibition or requirement for consent, approval, license or authorization is ineffective or unenforceable under the UCC (including Sections 9-406, 9-407, 9-408 or 9-409), the comparable provisions of the PPSA, or any other applicable law; (d) [Reserved.] (e) [Reserved.] (f) any property that is subject to a Lien securing purchase money obligations, Capital Lease Obligations or sale/leaseback Indebtedness permitted under the Credit Agreement pursuant to documents that prohibit such Grantor from granting any other Liens in such property, and such prohibition has not been or is not waived or the consent of the other party to such contract has not been or is not otherwise obtained or under Requirements of Law such prohibition cannot be waived, and only for so long as such Indebtedness remains outstanding; (g) (i) any assets subject to a Securitization Transaction or (ii) Accounts, Leases, contractual rights or any other assets subject to any Like-Kind Exchange; (i) the equity interests, and any certificates or instruments in respect thereof, in any unlimited liability company organized under the laws of Nova Scotia, (ii) equity interests in Immaterial Subsidiaries and (iii) equity interests in Unrestricted Subsidiaries, provided that for each of clauses (ii)-(iii), such equity interests will only be Excluded Assets to the extent such equity interests do not constitute “Collateral” (or words of like import) securing Indebtedness or other obligations incurred under Section 8.1(c) of the Credit Agreement and are not otherwise subject to any Liens incurred under Section 8.2(c) of the Credit Agreement, provided further, that if such equity interests cease to constitute “Collateral” (or words of like import) in respect of any Indebtedness incurred under Section 8.1(c) of the Credit Agreement automatically upon their ceasing to constitute Collateral under the Credit Agreement, then those such equity interests would still constitute Excluded Assets; (i) the equity interests, and any certificates or instruments in respect thereof, in any joint venture or non-wholly owned Subsidiary, the governing agreements of which prohibit the pledge or other granting of security over equity interests in such Subsidiary and such prohibition has not been or is not waived or the consent of the other party to such contract has not been or is not otherwise obtained or under Requirements of Law such prohibition cannot be waived; (j) any real property or any fee interest or leasehold interest in real property, including fixtures affixed or attached thereto; (k) any Titled Goods (other than Merchandise and Consumables Inventory and Rental Equipment); (l) any Letter-of-Credit Rights not constituting Supporting Obligations in respect of any Collateral, to the extent any of the Grantors is required by applicable law or contract to apply the proceeds of a drawing of such letter of credit for a specified purpose (other than a payment to a Grantor); (xim) all commercial tort claimsany right, title or interest in or to any copyrights, copyright licenses, patents, patent applications, patent licenses, trade secrets, trade secret licenses, trademarks, service marks, trademark and service xxxx applications, trade names, trade dress, trademark licenses, technology, know-how and processes or any other intellectual property, in each case, governed by or arising or existing under, pursuant to or by virtue of the laws of any jurisdiction other than the United States of America or any state thereof or Canada; and (xiin) any asset with respect to which the extent not otherwise included, all Proceeds, tort claims, insurance claims Agent and other rights to payments not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing; PROVIDED, Company have reasonably agreed that the Collateral shall not include cost, tax consequences or any property which is an Excluded Asset for as long as such property is an Excluded Asset, but if any such property at any time ceases to be an Excluded Asset, it shall immediately and automatically become part legal or regulatory consequences of the Collateral without need for any additional grant of creating and/or perfecting a security interest therein. (b) In additiontherein is excessive in relation to the benefit to the Secured Parties of the security to be afforded thereby, or where the Agent and the Company have otherwise agreed that such assets need not be included as Collateral. Subject to secure the prompt and complete paymentany limitations set forth herein, performance and observance all of the Secured Obligations and in order to induce the Trustee and the Initial Purchasers as aforesaid, the of any Grantor hereby grants to the Trustee as shall be secured by all of the Collateral Agent of such Grantor and any other property of such Grantor that secures any such Secured Obligations. Each Grantor acknowledges that (i) value has been given, (ii) it has rights in the Collateral (other than after-acquired Collateral), and (iii) it has not agreed to postpone the time for the benefit attachment of the present and future Holders of Secured Obligations, a right of setoff against the property of the Grantor held by the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, for any purpose, including safekeeping, collection or pledge, for the account of the Grantor, or as to which the Grantor may have any right or powersecurity interest granted hereunder.

GRANT OF LIEN. (a) To secure As security for the due and prompt payment and complete paymentperformance when due (whether at the stated maturity, performance and observance by acceleration or otherwise) by each Grantor of all of the Secured Obligations, the Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Trustee as the Collateral Agent for the benefit of all of the its present and future Holders of Obligations (such Obligations, as to any Grantor, being the “Secured Obligations” of such Grantor), each Grantor hereby grants to the Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a Lien upon security interest (the “Security Interest”) in and continuing lien on all of its such Grantor’s right, title and interest in, in or to any and under all personal property of the following properties and other assetsassets of such Grantor and all powers and rights of such Grantor in all of the following (including the power to transfer rights in the following), whether now owned by or owing to, existing or at any time hereafter acquired by or arising in favor of the Grantor (including under any trade namesarising, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the Grantor, and regardless of where located (all of which being hereinafter collectively referred to as collectively, the "COLLATERAL"), including:“Collateral”): (i) all Accounts; (ii) all Chattel PaperInventory, including all Rental Equipment; (iii) all Documentsleases of Inventory, Equipment and other Goods (whether or not in the form of a lease agreement), including all Leases; (iv) all General Intangibles (including payment intangibles and software, but excluding documentation evidencing rights in any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable lawInventory or Equipment, including Sections 9-406 all certificates, certificates of title, manufacturer’s statements of origin, and 9-408 of the Code)other collateral instruments; (v) all Goods (contract rights, including Inventory, P&E and Fixtures)contract rights in respect of any Like-Kind Exchange; (vi) all InstrumentsChattel Paper; (vii) all Investment PropertyDocuments; (viii) all Deposit AccountsInstruments; (ix) all money, cash or cash equivalents of the GrantorSupporting Obligations and Letter-of-Credit Rights; (x) all Supporting Obligations General Intangibles (including Payment Intangibles and all Letter-of-Credit Rights of the GrantorSoftware); (xi) all commercial tort claimsGoods; (xii) all Equipment; (xiii) all Investment Property, including the following (the “Security Collateral”): (A) the Initial Pledged Equity and the certificates, if any, representing the Initial Pledged Equity, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Initial Pledged Equity and all subscription warrants, rights or options issued thereon or with respect thereto; (B) all additional shares of stock and other equity interests of or in any issuer of the Initial Pledged Equity or any successor entity from time to time acquired by such Grantor in any manner (such equity interests, together with the Initial Pledged Equity, being the “Pledged Equity”), and the certificates, if any, representing such additional shares or other equity interests, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares or other equity interests and all subscription warrants, rights or options issued thereon or with respect thereto; (C) the Initial Pledged Debt and the instruments, if any, evidencing the Initial Pledged Debt, and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Initial Pledged Debt; and (xiiD) all additional indebtedness from time to time owed to such Grantor (such indebtedness, together with the extent not otherwise includedInitial Pledged Debt, being the “Pledged Debt”) and the instruments, if any, evidencing such indebtedness, and all Proceedsinterest, tort claimscash, insurance claims instruments and other rights property from time to payments not time received, receivable or otherwise included distributed in respect of or in exchange for any or all of such indebtedness; (xiv) all money, cash, cash equivalents, securities and other property of any kind of such Grantor held directly or indirectly by the foregoing Agent, any Lender or any of their Affiliates; (xv) all of such Grantor’s Material Accounts, credits, and products balances with and other claims against the Agent or any Lender or any of their Affiliates or any other financial institution with which such Grantor maintains deposits, including all Payment Accounts; (xvi) all books, records and other property related to or referring to any of the foregoing foregoing, including books, records, account ledgers, data processing records, computer software and other property; and (xvii) all accessions to, substitutions for and replacements forreplacements, products and proceeds of any of the foregoing, including, but not limited to, proceeds of any insurance policies, claims against third parties, and rents and profits of, each condemnation or requisition payments with respect to all or any of the foregoing; PROVIDEDprovided, that however, the Collateral “Collateral” shall not include include: (a) any property which is an Excluded Asset for as long as rights or interests of a Grantor in any contract if, under the terms of such property is an Excluded Assetcontract or any Requirement of Law with respect thereto, but if any such property at any time ceases to be an Excluded Asset, it shall immediately and automatically become part of the Collateral without need for any additional valid grant of a security interest therein.or other Lien therein to the Agent is prohibited and such prohibition has not been or is not waived or the consent of the other party to such contract has not been or is not otherwise obtained or under Requirements of Law such prohibition cannot be waived, provided that the foregoing exclusion shall in no way be construed (i) to apply if any such prohibition is ineffective or unenforceable under the UCC (including Sections 9-406, 9-407, 9-408 or 9-409) or any other applicable law or (ii) so as to limit, impair or otherwise affects the Agent’s unconditional continuing security interest in and Lien upon any rights or interests of Grantors in or to monies due or to become due under any such contract (including any Accounts); (b) In additionto the extent U.S. Obligations are secured thereby, to secure the prompt and complete payment, performance and observance any of the Secured Obligations and outstanding voting equity or other voting ownership interests of a Foreign Entity (as defined below) in order to induce the Trustee and the Initial Purchasers as aforesaid, the Grantor hereby grants to the Trustee as the Collateral Agent for the benefit excess of 65% of the present voting power of all classes of equity or other ownership interests of such Foreign Entity entitled to vote; (c) any “intent-to-use” United States of America based trademark or service xxxx application until such time that a statement of use has been filed with the United States Patent and future Holders Trademark Office for such application, unless the grant of Secured Obligations, a right of setoff against the security interest therein would not render such “intent-to-use” based trademark or service xxxx application invalid or subject to cancellation; (d) any property of the Grantor held by that is subject to a lien securing purchase money or sale/leaseback Debt permitted under the Credit Agreement Agentpursuant to documents that prohibit such Grantor from granting any other Liens in such property, and such prohibition has not been or is not waived or the consent of the other party to such contract has not been or is not otherwise obtained or under Requirements of Law such prohibition cannot be waived, and only for so long as such Debt remains outstanding; (e) except to the extent specifically provided herein, (i) Accounts, Leases, contractual rights or any other assets (other than Inventory or Equipment) subject to any Qualified Receivables Transaction or (ii) Accounts, Leases, contractual rights or any other assets subject to any Like-Kind Exchange; (f) the equity interests, and any certificates or instruments in respect thereof, in United Rentals of Nova Scotia (No. 1), ULC and United Rentals of Nova Scotia (No. 2), ULC or any other unlimited liability company organized under the laws of Nova Scotia; and (g) the equity interests, and any certificates or instruments in respect thereof, in United Rentals Industrial Services, LLC and any other joint venture or non-wholly owned Subsidiary, the Trustee, governing agreements of which prohibit the Collateral Agent pledge or any present other granting of security over equity interests in such Subsidiary and such prohibition has not been or future Holder of Secured Obligations, consisting of property described above in Section 2(a) now is not waived or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, for any purpose, including safekeeping, collection or pledge, for the account consent of the Grantor, other party to such contract has not been or as to which the Grantor may have any right is not otherwise obtained or powerunder Requirements of Law such prohibition cannot be waived.

GRANT OF LIEN. (a) To secure the prompt and complete payment, performance and observance of As security for all of the Secured Obligations, the each Grantor hereby grantspledges, assigns, conveyscharges, mortgages, pledgesdelivers, hypothecates transfers and transfers grants to the Trustee as the Collateral Agent Agent, for the benefit of the Agent and the Lenders, a continuing security interest in, lien on, assignment of and right of set‑off against, all of the present and future Holders of Secured Obligations, a Lien upon all of its right, title and interest in, to and under all personal following property and other assetsassets of such Grantor, whether now owned by or owing to, existing or hereafter acquired by or arising in favor of the Grantor (including under any trade namesarising, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the Grantor, and regardless of where located (all of which being hereinafter collectively referred to as the "COLLATERAL"), includinglocated: (i) all Accounts; (ii) all Chattel PaperInventory; (iii) all Documentscontract rights evidencing, or substituted for, or relating to Accounts, Inventory, Instruments or Investment Property described in clause (ix) below; (iv) all General Intangibles Chattel Paper evidencing, or substituted for, or relating to Accounts, Inventory, Instruments or Investment Property described in clause (including payment intangibles and software, but excluding any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable law, including Sections 9-406 and 9-408 of the Code)ix) below; (v) all Goods (including Documents evidencing, or substituted for, or relating to Accounts, Inventory, P&E and Fixtures)Instruments or Investment Property described in clause (ix) below; (vi) all Instruments; (vii) all Supporting Obligations and Letter-of-Credit Rights evidencing, or substituted for, or relating to Accounts, Inventory, Instruments or Investment PropertyProperty described in clause (ix) below; (viii) all Deposit General Intangibles (other than intellectual property) evidencing, or substituted for, or relating to Accounts, Inventory, Instruments or Investment Property described in clause (ix) below; (ix) all money, cash or cash equivalents of the GrantorInvestment Property; (x) all Supporting Obligations and all Letter-of-Credit Rights of Trademarks to the Grantorextent a Trademark Inclusion Notice has been delivered to the Agent in accordance with Section 15 hereof; (xi) all commercial tort claims; andmoney, cash, cash equivalents, securities and other property of any kind of such Grantor held directly or indirectly by the Agent or any Lender; (xii) all of such Grantor’s Deposit Accounts, including the Payment Account; (xiii) all books, records and other property related to or referring to any of the foregoing, including books, records, account ledgers, data processing records, computer software and other property and General Intangibles at any time evidencing or relating to any of the foregoing; (xiv) all accessions to, substitutions for and replacements, products and proceeds of any of the foregoing, including, but not limited to, proceeds of any insurance policies, claims against third parties, and condemnation or requisition payments with respect to all or any of the foregoing; Notwithstanding anything herein to the contrary, in no event shall the Collateral include, and no Grantor shall be deemed to have granted a security interest in (a) any lease, license, contract, property rights or agreement to which any Grantor is a party or any of its rights or interests thereunder, or any property or assets subject to any lease, license, contract or agreement if and for so long as the grant of such security interest shall constitute or result in (i) the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor therein or (ii) in a breach or termination pursuant to the terms of, or a default under, any such lease license, contract property rights or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity), provided however that such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation or unenforceability shall be remedied and, to the extent severable, shall attach immediately to any portion of such lease, license, contract, property rights or agreement, or such property or assets subject to any lease, license, contract or agreement that does not otherwise includedresult in any of the consequences specified in (i) or (ii), all Proceeds(b) any real property leasehold held by a Grantor, tort claims(c) any Excluded Notes, insurance claims (d) motor vehicles covered by certificates of title, (e) any Equity Interests of a Subsidiary of any Grantor and (f) any shares of Parent’s capital stock owned by any Grantor or any Margin Stock owned by any Grantor, unless the Grantors in aggregate own at any time Margin Stock (other rights than shares of Parent’s capital stock) with an aggregate value over $1,000,000, in which case such Margin Stock (other than shares of Parent’s capital stock) shall be included as Collateral or disposed of for Cash Equivalents to payments not otherwise be included in the foregoing and products as Collateral). All of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each other property of such Grantor in which the foregoing; PROVIDED, that the Collateral shall not include Agent or any property which is an Excluded Asset for as long as such property is an Excluded Asset, but if any such property Lender may at any time ceases be granted a Lien as collateral for the Obligations, is herein collectively referred to be an Excluded Asset, it shall immediately and automatically become part of as the Collateral without need for any additional grant of a security interest therein“Collateral.” (b) In additionThe Collateral of each Grantor secures (i) in the case of each Borrower, to secure the prompt and complete payment, performance and observance all Obligations of the Secured Obligations Borrowers under the Loan Documents and (ii) in order to induce the Trustee and case of the Initial Purchasers as aforesaidParent, the Grantor hereby grants to Guaranteed Obligations under the Trustee Parent Guaranty. All of the Obligations shall be secured by all of the Collateral. (c) This Section 2 continues, reaffirms and amends, as the Collateral Agent for case may be, those respective first priority pledge and security interests granted under the benefit of the present Original Pledge and future Holders of Secured Obligations, a right of setoff against the property of the Grantor held by the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, for any purpose, including safekeeping, collection or pledge, for the account of the Grantor, or as to which the Grantor may have any right or powerSecurity Agreement.

GRANT OF LIEN. As security for the due and prompt payment and performance when due (awhether at the stated maturity, or on any earlier date of a required prepayment by reason of acceleration, demand or otherwise) To secure by the prompt and complete payment, performance and observance undersigned of all of its present and future Obligations whether now or hereafter existing (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the Secured foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise. the Grantor undersigned hereby grants, to the Agent, its successors and assigns, conveys, mortgages, pledges, hypothecates and transfers to the Trustee as the Collateral Agent for the ratable benefit of the applicable Secured Parties, a security interest (the “Security Interest”) in and continuing lien upon and right of set-off against, on all personal property, assets and undertakings of the undersigned, including, without limitation, all of the present and future Holders of Secured Obligations, a Lien upon all of its undersigned’s right, title and interest in, in or to any and under all personal property of the following properties and other assetsassets of the undersigned and powers and rights of the undersigned in all of the following (including the power to transfer rights in the following), whether now owned by or owing to, existing or at any time hereafter acquired by or arising in favor of the Grantor (including under any trade namesarising, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the Grantor, and regardless of where located (all of which being hereinafter collectively referred to as collectively, the "COLLATERAL"), including:“Collateral”): (i) all AccountsAccounts (other than Accounts subject to any Qualified Receivables Transactions), including all debts, book debts, accounts, claims, demands, moneys and choses in action whatsoever including, without limitation, claims against the Crown and claims under insurance policies, which are now owned by or are due, owing or accruing due to the undersigned or which may hereafter be owned by or become due, owing or accruing due to the undersigned together with all contracts, investment property, bills, notes, lien notes, judgments, chattel mortgages, mortgages and all other rights, benefits and documents now or hereafter taken, vested in or held by the undersigned in respect of or as security for the same and the full benefit and advantage thereof, and all rights of action or claims which the undersigned now has or may at any time hereafter have against any Person in respect thereof; (ii) all Inventory, including, without limitation, all Rental Equipment, goods, merchandise, raw materials, goods in process, finished goods, packaging and packing material and other tangible personal property now or hereafter held for sale, lease, rental or resale or that are to be furnished or have been furnished under a contract of service or that are to be used or consumed in the business of the undersigned; (iii) all leases of Inventory, Equipment and other Goods (whether or not in the form of a lease agreement), including all Leases; (iv) all documentation evidencing rights in any Inventory or Equipment, including all certificates, Certificates of Title, Manufacturer’s Statements of Origin, and other Collateral Instruments (as such terms are defined in the UCC); (v) all contract rights, including contract rights in respect of any Like-Kind Exchange; (vi) all Chattel Paper; (iiivii) all Documents; (iv) all General Intangibles (including payment intangibles and software, but excluding any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable law, including Sections 9-406 and 9-408 of the Code); (v) all Goods (including Inventory, P&E and Fixtures); (viviii) all Instruments; (viiix) all Supporting Obligations and Letter-of-Credit Rights (as such terms are defined in the UCC); (x) all General Intangibles including Software (as such term is defined in the UCC) and Payment Intangibles; (xi) all Goods (excluding “Consumer Goods” as such term is defined in the PPSA); (xii) all Equipment; (xiii) all Investment Property; (viiixiv) all Deposit money, cash, cash equivalents, securities and other property of any kind of the undersigned held directly or indirectly by the Agent, any Lender or any of their Affiliates; (xv) all of the undersigned’s Material Accounts, credits, and balances with and other claims against the Agent or any Lender or any of their Affiliates or any other financial institution with which the undersigned maintains deposits, including all Payment Accounts; (ixxvi) all moneybooks, cash records and other property related to or cash equivalents referring to any of the Grantorforegoing, including books, records, account ledgers, data processing records, computer software and other property; (xxvii) all Supporting Obligations The uncalled capital, money, rights, bills of exchange, negotiable and all Letter-of-Credit Rights of non negotiable instruments, judgments and securities not otherwise described in the Grantor; (xi) all commercial tort claimsforegoing; and (xiixviii) to the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions for and replacements forreplacements, products and proceeds derived directly or indirectly of any of the foregoing, including, but not limited to, proceeds of any insurance policies, claims against third parties, and rents and profits of, each condemnation or requisition payments with respect to all or any of the foregoing; PROVIDEDprovided, that however, the Collateral “Collateral” shall not include any property which is an Excluded Asset for as long as such property is an Excluded Asset, but if any such property at any time ceases to be an Excluded Asset, it shall immediately and automatically become part asset or rights or interests of the Collateral without need for any additional grant undersigned as described in the proviso to Section 1(a) of a security interest thereinthe Security Agreement. (b) In addition, to secure All of the prompt Obligations of each respective undersigned shall be secured by all of the Collateral of the undersigned and complete payment, performance and observance any other property of the undersigned that secures any of the Secured Obligations and in order to induce the Trustee and the Initial Purchasers as aforesaid, the Grantor hereby grants to the Trustee as the Collateral Agent for the benefit of the present and future Holders of Secured Obligations, a right of setoff against the property of the Grantor held by the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, for any purpose, including safekeeping, collection or pledge, for the account of the Grantor, or as to which the Grantor may have any right or power.

GRANT OF LIEN. (a) To secure the prompt and complete payment, performance and observance of all of the Secured ObligationsObligations (specifically including, without limitation, each Grantor’s Obligations arising under the cross-guaranty provisions of Section 12 of the Loan Agreement, as applicable), each Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Trustee Agent a first- priority lien and security interest in and other Lien (as the Collateral Agent for the benefit of all of the present and future Holders of Secured Obligations, a Lien applicable) upon all of its right, title and interest in, to and under all property, including personal property and other assets, whether now owned by or owing to, or hereafter acquired by or arising in favor of the such Grantor (including under any trade names, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the to, such Grantor, and regardless of where located (all of which being hereinafter collectively referred to as the "COLLATERAL"“Collateral”), including: (i) , without limitation, the following: all Accounts; (ii) ; all Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper; (iii) ); all Documents; (iv) ; all General Intangibles (including payment intangibles Payment Intangibles, Software, tax refunds and software, but excluding any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable law, including Sections 9-406 and 9-408 of the CodePledged Interests); (v) ; all Contracts; all Licenses; all Goods (including Inventory, P&E Equipment and Fixtures); (vi) ; all Consumer Loans; all Instruments; (vii) ; all Investment Property; (viii) ; all Intellectual Property; all Deposit Accounts of any Grantor, including all Blocked Accounts; (ix) , concentration accounts, disbursement accounts, and all other bank accounts and all deposits therein, provided, that, such Lien in Deposit Accounts shall be limited to the Maximum Amount; all money, cash or cash equivalents of the any Grantor; (x) ; all Supporting Obligations Obligations, Letters of Credit and all Letter-of-Credit Rights of any Grantor; all Commercial Tort Claims, including, without limitation, the Grantor; Commercial Tort Claims listed on Annex I attached hereto; without limiting any of the foregoing, all Portfolios and agreements relating thereto and all accounts receivable, consumer receivables, rights to payment of a monetary obligation, whether or not earned by performance, and other Accounts constituting any or all of the Portfolios; all right, title and interest of Grantors in and to all servicing agreements, master servicing agreements, servicing and collection agreements and other similar contracts and agreements relating to any Portfolio (xior any portion of a Portfolio) all commercial tort claimsor Account (the “Servicing Agreements”) and any right to payment arising under the Servicing Agreements; and (xii) and to the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing; PROVIDED. Notwithstanding the foregoing, that the Collateral shall not include (i) any property which is an Excluded Asset for as long as such property is an Excluded Asset, but assets leased or licensed to any Grantor from any unaffiliated third party if any such property at any time ceases to be an Excluded Asset, it shall immediately and automatically become part of the Collateral without need for any additional grant granting of a security interest therein. therein is prohibited by or otherwise would breach the terms of such lease or license, (bii) the Stock of any Person in which any Grantor owns less than 100% of the Stock if, and to the extent that, such Grantor is prohibited from pledging, granting a security interest in, or assigning such Stock, (iii) any voting Stock of any controlled foreign corporation (as that term is defined in the IRC, a “CFC”), solely to the extent that such Stock represents more than 65% of the outstanding voting Stock of such CFC, (iv) Deposit Accounts specifically and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of any Grantor’s employees, (v) vehicles and other goods subject to a certificate of title, (vi) any property now owned or hereafter acquired by any Grantor that is subject to a purchase money Lien or a capital lease permitted under the Loan Agreement if the contractual obligation pursuant to which such Lien is granted (or the documentation providing for such purchase money Lien or capital lease) validly prohibits the creation by such Grantor of a Lien thereon or requires the consent of any person other than a Borrower and its Affiliates which consent has not been obtained as a condition to the creation of any other Lien on such property; (vii) any “intent to use” Trademark application for which a statement of use has not been filed, but only until such statement is filed (all such assets and Stock being hereinafter referred to as “Excluded Assets”); provided, however, that each Grantor shall use commercially reasonable efforts to obtain any and all consents and/or waivers necessary for the granting of a security interest in each such Excluded Asset by such Grantor to Agent that is material to the operation of Grantors’ business or to the extent reasonably required by Agent. The foregoing exclusion shall in no way be construed so as to limit, impair or otherwise affect Agent’s unconditional continuing first-priority liens and security interests in and Liens (as applicable) upon any Excluded Asset once any such applicable prohibition is no longer in effect. As additional security for the payment and performance of the Obligations, the Grantors hereby assign to Agent, any and all monies, payments and proceeds (including proceeds of insurance and refunds of unearned premiums) due or to become due under, and all other rights of the Grantors with respect to, any and all policies of insurance now or at any time hereafter covering the Collateral or any evidence thereof or any business records or valuable papers pertaining thereto, and, at any time that both (x) an Event of Default shall have occurred and is continuing and (y) any Loans are outstanding, the Grantors hereby direct the issuer of any such policy to pay all such monies, sums and amounts directly to the Agent to be applied to the Obligations. At any time that both (x) an Event of Default shall have occurred and is continuing and (y) any Loans are outstanding, the Agent may (but need not), in its or the Lenders’ name or in the Grantors’ name(s), execute and deliver proof of claim, receive all such monies, payments and sums, endorse checks and other instruments representing payment of such monies, and adjust, litigate, compromise or release any claim against the issuer of any such policy. In addition, to secure the prompt and complete payment, performance and observance of the Secured Obligations and in order to induce the Trustee and the Initial Purchasers Agent as aforesaid, the each Grantor hereby grants to the Trustee as the Collateral Agent for the benefit of the present and future Holders of Secured ObligationsAgent, a right of setoff against the Collateral and all other property and assets of the such Grantor held by the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, consisting of property described above in Section 2(a) and 2(b) now or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, for any purpose, including safekeeping, collection or pledge, for the account of the such Grantor, or as to which the such Grantor may have any right or power, which set off may be exercised only if an Event of Default has occurred and is continuing.

GRANT OF LIEN. (a) To secure the prompt and complete payment, performance and observance of all of the Secured Obligations, the Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Trustee as the Collateral Agent As security for the benefit due and prompt payment and performance when due (whether at the stated maturity, by acceleration or otherwise) by each Grantor of all of the present and future Holders Secured Obligations of such Grantor, each Grantor hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured ObligationsParties, a Lien upon security interest (the “Security Interest”) in and continuing lien on all of its such Grantor’s right, title and interest in, in or to any and under all personal property of the following properties and other assetsassets of such Grantor and all powers and rights of such Grantor in all of the following (including the power to transfer rights in the following), whether now owned by or owing to, existing or at any time hereafter acquired by or arising in favor of the Grantor (including under any trade namesarising, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the Grantor, and regardless of where located (all of which being hereinafter collectively referred to as collectively, the "COLLATERAL"), including:“Collateral”): (i) all Accounts; (ii) all Chattel PaperInventory, including all Rental Equipment; (iii) all Documentsleases of Inventory, Equipment and other Goods (whether or not in the form of a lease agreement), including all Leases; (iv) all General Intangibles (including payment intangibles and software, but excluding documentation evidencing rights in any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable lawInventory or Equipment, including Sections 9-406 all certificates, certificates of title, manufacturer’s statements of origin, and 9-408 of the Code)other collateral instruments; (v) all Goods (contract rights, including Inventory, P&E and Fixtures)contract rights in respect of any Like-Kind Exchange; (vi) all InstrumentsChattel Paper; (vii) all Investment PropertyDocuments; (viii) all Deposit AccountsInstruments; (ix) all money, cash or cash equivalents of the GrantorSupporting Obligations and Letter-of-Credit Rights; (x) all Supporting Obligations General Intangibles (including Payment Intangibles and Software); (xi) all Goods; (xii) all Equipment; (xiii) all Investment Property, including the following (the “Security Collateral”): (A) the Initial Pledged Equity and the certificates, if any, representing the Initial Pledged Equity, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Initial Pledged Equity and all subscription warrants, rights or options issued thereon or with respect thereto; (B) all additional shares of stock and other equity interests of or in any issuer of the Initial Pledged Equity, any successor entity or any other entity from time to time organized, created or acquired by such Grantor in any manner (such equity interests, together with the Initial Pledged Equity, being the “Pledged Equity”), and the certificates, if any, representing such additional shares or other equity interests, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares or other equity interests and all subscription warrants, rights or options issued thereon or with respect thereto; (C) the Initial Pledged Debt and the instruments, if any, evidencing the Initial Pledged Debt, and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Initial Pledged Debt; and (D) all additional indebtedness from time to time owed to such Grantor (such indebtedness, together with the Initial Pledged Debt, being the “Pledged Debt”) and the instruments, if any, evidencing such indebtedness, and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (xiv) all money, cash, cash equivalents, securities and other property of any kind of such Grantor held directly or indirectly by the Collateral Agent, any Second Lien Agent, the Credit Agreement Agent, any Lender (as defined in the Credit Agreement) or any of their Affiliates; (xv) all of such Grantor’s Material Accounts, credits, and balances with and other claims against the Collateral Agent, any Second Lien Agent, the Credit Agreement Agent or any Lender or any of their Affiliates or any other financial institution with which such Grantor maintains deposits, including all Payment Accounts; (xvi) all books, records and other property related to or referring to any of the foregoing, including books, records, account ledgers, data processing records, computer software and other property; and (xvii) all accessions to, substitutions for and replacements, products and proceeds of any of the foregoing, including, but not limited to, proceeds of any insurance policies, claims against third parties, and condemnation or requisition payments with respect to all or any of the foregoing; provided, however, the “Collateral” shall not include the following (collectively, the “Excluded Assets”): (a) any rights, titles or interests of a Grantor in any instrument, permit, General Intangible, Lease, license or agreement to which such Grantor is a party (other than any of the foregoing with or by any other Grantor or any Subsidiary or other controlled Affiliate of a Grantor) or any of its right, title or interest thereunder to the extent, but only to the extent, that a grant of a security interest therein to the Collateral Agent would, under the terms of such instrument, permit, General Intangible, Lease, license or agreement, result in a breach of the terms of, or constitute a default under, or result in the abandonment, invalidation or unenforceability of or create a right of termination in favor of or require the consent (which has not been obtained or waived) of any other party under, such instrument, permit, General Intangible, Lease, license or agreement, provided that the foregoing exclusion shall not be construed to apply to the extent any such term is ineffective or unenforceable under the UCC (including Sections 9-406, 9-407, 9-408 or 9-409) or any other applicable law so that no breach, default, abandonment, invalidity or unenforceability would occur; (b) any asset to the extent the granting of a security interest therein to the Collateral Agent is prohibited by applicable law or would require the consent, approval, license or authorization of any Governmental Authority or other third party (except a Grantor or any Subsidiary or other controlled Affiliate of a Grantor) that has not been obtained or waived; provided that the foregoing exclusion shall not be construed to apply to the extent any such prohibition or requirement for consent, approval, license or authorization is ineffective or unenforceable under the UCC (including Sections 9-406, 9-407, 9-408 or 9-409) or any other applicable law; (c) any of the outstanding voting equity or other voting ownership interests of a Foreign Subsidiary or Foreign Subsidiary Holding Company in excess of 65% of the voting power of all classes of equity or other ownership interests of such Foreign Subsidiary or Foreign Subsidiary Holding Company entitled to vote; (d) any ‘‘intent-to-use’’ United States of America based trademark or service xxxx application until such time that a statement of use has been filed with the United States Patent and Trademark Office for such application, unless the grant of a security interest therein would not render such ‘‘intent-to-use’’ based trademark or service xxxx application invalid or subject to cancellation; (e) any property that is subject to a Lien securing purchase money obligations, Capital Lease Obligations (as defined in the Credit Agreement) or sale/leaseback Indebtedness permitted under the Indenture and Additional Second Lien Agreements (if any) pursuant to documents that prohibit such Grantor from granting any other Liens in such property, and such prohibition has not been or is not waived or the consent of the other party to such contract has not been or is not otherwise obtained or under Requirements of Law such prohibition cannot be waived, and only for so long as such Indebtedness remains outstanding; (f) (i) any assets subject to a Securitization Transaction or (ii) Accounts, Leases, contractual rights or any other assets subject to any Like-Kind Exchange; (g) the equity interests, and any certificates or instruments in respect thereof, in United Rentals of Nova Scotia (No. 1), ULC and United Rentals of Nova Scotia (No. 2), ULC or any other unlimited liability company organized under the laws of Nova Scotia; (h) the equity interests, and any certificates or instruments in respect thereof, in any joint venture or non-wholly owned Subsidiary, the governing agreements of which prohibit the pledge or other granting of security over equity interests in such Subsidiary and such prohibition has not been or is not waived or the consent of the other party to such contract has not been or is not otherwise obtained or under Requirements of Law such prohibition cannot be waived; (i) any real property or any fee interest or leasehold interest in real property, including fixtures affixed or attached thereto; (j) any Titled Goods (other than Merchandise and Consumables Inventory and Rental Equipment); (k) any Letter-of-Credit Rights not constituting Supporting Obligations in respect of any Collateral to the extent any of the Grantors is required by applicable law to apply the proceeds of a drawing of such letter of credit for a specified purpose (other than a payment to a Grantor); (xil) all commercial tort claimsany right, title or interest in or to any copyrights, copyright licenses, patents, patent applications, patent licenses, trade secrets, trade secret licenses, trademarks, service marks, trademark and service xxxx applications, trade names, trade dress, trademark licenses, technology, know-how and processes or any other intellectual property in each instance governed by or arising or existing under, pursuant to or by virtue of the laws of any jurisdiction other than the United States of America or any state thereof; (m) any asset not required to be pledged as security for the First Lien Obligations under the Credit Agreement; (n) any asset with respect to which the Credit Agreement Agent and the Company have reasonably agreed in a writing delivered to the Notes Collateral Agent that the cost of creating and/or perfecting a security interest therein is excessive in relation to the benefit to the First Lien Secured Parties of the security to be afforded thereby; and (xiio) Excluded Stock Collateral (as defined below) but only to the extent not otherwise includedthat the inclusion of such Excluded Stock Collateral in the Collateral would require the Company to file separate financial statements for any subsidiary with the SEC (or any other governmental agency). Subject to any limitations set forth herein, all Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing; PROVIDED, that the Collateral shall not include any property which is an Excluded Asset for as long as such property is an Excluded Asset, but if any such property at any time ceases to be an Excluded Asset, it shall immediately and automatically become part of the Collateral without need for any additional grant of a security interest therein. (b) In addition, to secure the prompt and complete payment, performance and observance of the Secured Obligations of any Grantor shall be secured by all of the Collateral of such Grantor and any other property of such Grantor that secures any of the Secured Obligations (but in order to induce the Trustee and the Initial Purchasers as aforesaid, the Grantor hereby grants any event subject to the Trustee prior security interests granted to the First Lien Secured Parties as the Collateral Agent for the benefit of the present and future Holders of Secured Obligations, a right of setoff against the property of the Grantor held by the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, consisting of property described above in Section 2(a) now or hereafter provided in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, for any purpose, including safekeeping, collection or pledge, for the account of the Grantor, or as to which the Grantor may have any right or powerIntercreditor Agreement).

GRANT OF LIEN. (a) To secure the prompt and complete payment, performance and observance of the Obligations, including all renewals, extensions, restructurings and refinancings of any or all of the Secured Obligations, the each Grantor hereby grantsgrants to Agent, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Trustee as the Collateral Agent for the benefit of all of the present Agent and future Holders of Secured ObligationsLenders, a Lien upon all of its right, title and continuing security interest in, to and under lien and mortgage in and to, all of such Grantor’s personal property and other assetsassets described below, in each case, whether now owned by or owing to, existing or hereafter acquired by or arising in favor of the Grantor (including under any trade names, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the Grantor, and regardless of where located (all of which being hereinafter collectively referred to as the "COLLATERAL")“US Security Agreement Collateral”) including, includingwithout limitation, all: (i) all Accounts; (ii) all Chattel Paper; (iii) all DocumentsCommercial Tort Claims, including those specified on Schedule 2(a) hereto; (iv) all General Intangibles (including payment intangibles Deposit Accounts and softwarecash and other monies and property of such US Loan Party in the possession or under the control of Agent, but excluding any Contract that by its terms prohibits Lender or any Lien, where such prohibition is effective under applicable law, including Sections 9-406 and 9-408 participant of any Lender with respect to the Code)Loan Agreement and/or the Loan Documents; (v) all Goods (including Inventory, P&E and Fixtures)Documents; (vi) all InstrumentsEquipment; (vii) Fixtures; (viii) General Intangibles (including the Patents, Trademarks and Copyrights listed on Schedule 4(g) hereto, and all other Intellectual Property); (ix) Licenses; (x) Goods; (xi) Instruments; (xii) Inventory; (xiii) Investment Property; (viiixiv) all Deposit AccountsLetter-of-Credit Rights and Supporting Obligations; (ixxv) all money, cash or cash equivalents of the such Grantor; (xxvi) other personal property whether or not subject to the UCC together with all Supporting Obligations books, records, ledger cards, files, correspondence, computer programs, tapes, disks and all Letter-of-Credit Rights related data processing software that at any time evidence or contain information relating to any of the Grantor; (xi) all commercial tort claimsproperty described above or are otherwise necessary or helpful in the collection thereof or realization thereon; and (xiixvii) to the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing Proceeds and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each or any of the foregoingproperty described above; PROVIDEDprovided, however, that notwithstanding any of the Collateral other provisions set forth in this Section 2, (I) this Security Agreement shall not include any property which is an Excluded Asset for as long as such property is an Excluded Asset, but if any such property at any time ceases to be an Excluded Asset, it shall immediately and automatically become part of the Collateral without need for any additional constitute a grant of a security interest thereinin, and the US Security Agreement Collateral shall not include, (A) any property to the extent that such grant of a security interest is (x) prohibited by any requirements of any law, rule or regulation of a Governmental Authority, or requires a consent not obtained of any Governmental Authority pursuant to such requirement or (y) prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property; provided, further, that the exclusions set forth in clauses (A)(x) and (A)(y) above shall not apply to Accounts, payment intangibles or to any other category of US Security Agreement Collateral to the extent such requirements of law, rule or regulation or the term in such contract, license, agreement, instrument or other document providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law; (B) Stock in excess of shares representing 100% of the nonvoting Stock and 65% of the total combined voting power of all classes of Stock entitled to vote of any Foreign Subsidiary, if such action would result in material adverse, incremental tax liabilities under Section 956 of the IRC; (C) Excluded Accounts; (D) Stock issued by Collect Air, Astrum, or CA Marketing; (E) any “intent to use” Trademark applications for which a statement of use has not been filed (but only until such statement is filed); or (F) any “Collateral” as such term is defined in the US Pledge Agreement (any such items described in clauses (A) through (F) above shall be referred to herein as “Excluded Property”) and (II) the representations, warranties and covenants in this Security Agreement shall not apply to (x) any property that is not included in the US Security Agreement Collateral and (y) any matters that are the subject of post-closing obligations so long as the Grantors are in compliance with such post-closing obligations under the Loan Documents. (b) In addition, to secure the prompt and complete payment, performance and observance of the Secured Obligations and in order to induce the Trustee Agent and the Initial Purchasers Lenders as aforesaid, the each Grantor hereby grants to the Trustee as the Collateral Agent Agent, for the benefit of the present Agent and future Holders of Secured ObligationsLenders, a right of setoff setoff, following the occurrence and during the continuance of an Event of Default against the property of the such Grantor held by the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured ObligationsLender, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured ObligationsLender, for any purpose, including safekeeping, collection or pledge, for the account of the such Grantor, or as to which the such Grantor may have any right or power.

GRANT OF LIEN. (a) To secure the prompt and complete payment, performance and observance of all of the Secured Obligations, the Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Trustee as the Collateral Agent for the benefit of all of the present and future Holders of Secured Obligations, Party a Lien upon all of its Grantor's right, title and interest in, to and under all personal property and other assets, whether now owned by or owing to, or hereafter acquired by or arising in favor of the Grantor (including under any trade names, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the to, Grantor, and regardless of where located (all of which being hereinafter collectively referred to as the "COLLATERAL"), including: (i) all Accounts; (ii) all Chattel Paper; (iii) all Documents; (iv) all General Intangibles (including all Products, Contracts, Intellectual Property, and payment intangibles and software, but excluding any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable law, including Sections 9-406 and 9-408 of the Codeintangibles); (v) all Goods (including Inventory, P&E Equipment and Fixtures); (vi) all Instruments; (vii) all Investment Property; (viii) all Deposit AccountsAccounts and all other bank accounts and all deposits therein; (ix) all money, cash or cash equivalents of the Grantor; (x) all Supporting Obligations and all Letter-of-Credit Rights of the Grantor; (xi) all commercial tort claims; and (xiixi) to the extent not otherwise included, all Proceeds, tort claims, claims insurance claims and other rights to payments not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing; PROVIDED, that the Collateral shall not include any property which is an Excluded Asset for as long as such property is an Excluded Asset, but if any such property at any time ceases to be an Excluded Asset, it shall immediately and automatically become part of the Collateral without need for any additional grant of a security interest therein. (b) In addition, to secure the prompt and complete payment, performance and observance of the Secured Obligations and in order to induce the Trustee and the Initial Purchasers Secured Party as aforesaid, the Grantor hereby grants to the Trustee as the Collateral Agent for the benefit of the present and future Holders of Secured Obligations, Party a right of setoff set-off against the property of the Grantor held by the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured ObligationsParty, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured ObligationsParty, for any purpose, including safekeeping, collection or pledge, for the account of the Grantor, or as to which the Grantor may have any right or power.

GRANT OF LIEN. (a) To secure the prompt and complete payment, performance and observance of all of the Secured Guaranteed Obligations and all other Obligations other than Permitted Encumbrances and Litigation Obligations (hereinafter, "Obligations") of Grantor hereunder and under each of the Loan Documents to which it is a party, the Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Trustee as the Collateral Agent Agent, for itself and the benefit of all of the present and future Holders of Secured ObligationsLenders, a Lien security interest in and lien upon all of its right, title and interest in, to and under all personal property and other assetsthe following property, whether now owned by or owing to, or hereafter acquired by or arising in favor of the Grantor (including under any trade names, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the to, Grantor, and regardless of where located (all of which being hereinafter collectively referred to as the "COLLATERALCollateral"), including:): (i) all Accounts; (ii) all Chattel Paper; (iii) all DocumentsContracts; (iv) all General Intangibles (including payment intangibles and software, but excluding any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable law, including Sections 9-406 and 9-408 of the Code)Documents; (v) all Goods (including Inventory, P&E and Fixtures)Equipment; (vi) all Fixtures; (vii) all General Intangibles; (viii) all goods; (ix) all Instruments; (viix) all Inventory; (xi) all Investment Property; (viiixii) all Deposit Borrower Accounts, Concentration Accounts, Disbursement Accounts, and all other deposit and other bank accounts and all deposits therein; (ixxiii) all money, cash or cash equivalents of the Grantor; (x) all Supporting Obligations and all Letter-of-Credit Rights of the Grantor; (xi) all commercial tort claims; and (xiixiv) to the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing Proceeds and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing; PROVIDED, that the Collateral shall not include any property which is an Excluded Asset for as long as such property is an Excluded Asset, but if any such property at any time ceases to be an Excluded Asset, it shall immediately and automatically become part of the Collateral without need for any additional grant of a security interest therein. (b) In addition, to secure the prompt and complete payment, performance and observance of the Secured Obligations and in order to induce the Trustee Agent and the Initial Purchasers Lenders as aforesaid, the Grantor hereby grants to the Trustee as the Collateral Agent Agent, for itself and the benefit of the present and future Holders of Secured ObligationsLenders, a right of setoff against the property of the Grantor held by the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured ObligationsLender, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured ObligationsLender, for any purpose, including safekeeping, collection or pledge, for the account of the Grantor, or as to which the Grantor may have any right or power. (c) The liens and security interests granted to Agent, for itself and the benefit of Lenders, pursuant to this Section 2 shall be, and shall be deemed to be, subordinate in priority to all Liens of Agent and Lenders now or hereafter securing the Obligations which do not constitute Litigation Obligations in accordance with Section 5.11 of the Litigation L/C Agreement, which is incorporated herein by reference.

GRANT OF LIEN. (a) To secure As security for the due and prompt payment and complete paymentperformance when due (whether at the stated maturity, performance and observance or on any earlier date of a required prepayment by reason of acceleration, demand or otherwise) by the undersigned of all of the Secured Obligationsits present and future Obligations whether now or hereafter existing (including, the Grantor hereby grantswithout limitation, assignsany extensions, conveysmodifications, mortgagessubstitutions, pledges, hypothecates and transfers to the Trustee as the Collateral Agent for the benefit amendments or renewals of any or all of the present foregoing Obligations), whether direct or indirect, absolute or contingent, and future Holders whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise, the undersigned hereby grants to the Agent, its successors and assigns, for the ratable benefit of the Secured ObligationsParties, a Lien upon security interest (the “Security Interest”) in and continuing lien on all of its the undersigned’s right, title and interest in, in or to any and under all personal property of the following properties and other assetsassets of the undersigned and all powers and rights of the undersigned in all of the following (including the power to transfer rights in the following), whether now owned by or owing to, existing or at any time hereafter acquired by or arising in favor of the Grantor (including under any trade namesarising, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the Grantor, and regardless of where located (all of which being hereinafter collectively referred to as collectively, the "COLLATERAL"), including:“Collateral”): (i) all Accounts; (ii) all Chattel PaperInventory, including all Rental Equipment; (iii) all Documentsleases of Inventory, Equipment and other Goods (whether or not in the form of a lease agreement), including all Leases; (iv) all General Intangibles (including payment intangibles and software, but excluding documentation evidencing rights in any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable lawInventory or Equipment, including Sections 9-406 all certificates, certificates of title, manufacturer’s statements of origin, and 9-408 of the Code)other collateral instruments; (v) all Goods (contract rights, including Inventory, P&E and Fixtures)contract rights in respect of any Like-Kind Exchange; (vi) all InstrumentsChattel Paper; (vii) all Investment PropertyDocuments; (viii) all Deposit AccountsInstruments; (ix) all money, cash or cash equivalents of the GrantorSupporting Obligations and Letter-of-Credit Rights; (x) all Supporting Obligations General Intangibles (including Payment Intangibles and all Letter-of-Credit Rights of the GrantorSoftware); (xi) all commercial tort claimsGoods; (xii) all Equipment; (xiii) all Investment Property, including the Security Collateral of the undersigned (xiv) all money, cash, cash equivalents, securities and other property of any kind of the undersigned held directly or indirectly by the Agent, any Lender or any of their Affiliates; (xv) all of the undersigned’s Material Accounts, credits, and balances with and other claims against the Agent or any Lender or any of their Affiliates or any other financial institution with which the undersigned maintains deposits, including all Payment Accounts; (xvi) all books, records and other property related to or referring to any of the foregoing, including books, records, account ledgers, data processing records, computer software and other property; and (xiixvii) to the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions for and replacements forreplacements, products and proceeds of any of the foregoing, including, but not limited to, proceeds of any insurance policies, claims against third parties, and rents and profits of, each condemnation or requisition payments with respect to all or any of the foregoing; PROVIDEDprovided, that however, the Collateral “Collateral” shall not include any property which is an Excluded Asset for as long as such property is an Excluded Asset, but if any such property at any time ceases to be an Excluded Asset, it shall immediately and automatically become part asset or rights or interests of the Collateral without need for any additional grant undersigned as described in the proviso to Section 2(a) of a security interest therein. (b) In addition, to secure the prompt and complete payment, performance and observance Security Agreement. All of the Secured Obligations and in order to induce of the Trustee and the Initial Purchasers as aforesaid, the Grantor hereby grants to the Trustee as undersigned shall be secured by all of the Collateral Agent for the benefit of the present undersigned and future Holders of Secured Obligations, a right of setoff against the any other property of the Grantor held by undersigned that secures any of the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, for any purpose, including safekeeping, collection or pledge, for the account of the Grantor, or as to which the Grantor may have any right or power.

GRANT OF LIEN. (a) To secure the prompt and complete payment, performance and observance of all of the Secured ObligationsObligations (specifically including, without limitation, each Grantor's Obligations arising under the cross-guaranty provisions of Section 12 of the Credit Agreement), each Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Trustee as the Collateral Agent Agent, for itself and the benefit of all of the present and future Holders of Secured ObligationsLenders, a Lien upon all of its right, title and interest in, to and under all personal property and other assets, whether now owned by or owing to, or hereafter acquired by or arising in favor of the such Grantor (including under any trade names, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to the to, such Grantor, and regardless of where located (all of which being hereinafter collectively referred to as the "COLLATERALCollateral"), including: (i) all Accounts; (ii) all Chattel Paper; (iii) all Documents; (iv) all General Intangibles (including payment intangibles and software, but excluding any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable law, including Sections 9-406 and 9-408 of the CodeSoftware); (v) all Goods (including Inventory, P&E Equipment and Fixtures); (vi) all Instruments; (vii) all Investment Property; (viii) all Deposit Accounts, of any Grantor, including all Blocked Accounts, Concentration Accounts, Disbursement Accounts, and all other bank accounts and all deposits therein; (ix) all money, cash or cash equivalents of the any Grantor; (x) all Supporting Obligations and all Letter-of-Credit Rights of the any Grantor; (xi) all commercial tort claims; and (xiixi) to the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing; PROVIDED, that the Collateral shall not include any property which is an Excluded Asset for as long as such property is an Excluded Asset, but if any such property at any time ceases to be an Excluded Asset, it shall immediately and automatically become part of the Collateral without need for any additional grant of a security interest therein. (b) In addition, to secure the prompt and complete payment, performance and observance of the Secured Obligations and in order to induce the Trustee Agent and the Initial Purchasers Lenders as aforesaid, the each Grantor hereby grants to the Trustee as the Collateral Agent Agent, for itself and the benefit of the present and future Holders of Secured ObligationsLenders, a right of setoff against the property of the such Grantor held by the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured ObligationsLender, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured ObligationsLender, for any purpose, including safekeeping, collection or pledge, for the account of the such Grantor, or as to which the such Grantor may have any right or power.

GRANT OF LIEN. (a) To secure the prompt and complete payment, performance and observance when due (whether at stated maturity, by acceleration or otherwise) of all of the Secured Obligations, the Grantor Debtors hereby grantsgrant, assignsassign, conveysconvey, mortgagesmortgage, pledgespledge, hypothecates hypothecate and transfers transfer to the Trustee as the Collateral Agent Agent, for itself and the benefit of the Secured Parties, security interests in all of the present and future Holders of Secured Obligations, a Lien upon all of its their right, title and interest in, to and under all personal property and other assetsassets described below, whether now owned by or owing to, or hereafter acquired by or arising in favor of the Grantor (including under any trade names, styles or derivations thereof)Debtors, and whether owned or consigned by or to, or leased from or to to, the GrantorDebtors, and regardless of where located (all of which being hereinafter collectively referred to as the "COLLATERAL"), including: “Collateral”): (i) all Accounts; ; (ii) all Chattel Paper; General Intangibles; (iii) all Documents; goods, including, without limitation, Inventory and Equipment; (iv) all General Intangibles (including payment intangibles real property and software, but excluding any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable law, including Sections 9-406 and 9-408 of the Code); fixtures; (v) all Goods (including Inventory, P&E and Fixtures); Chattel Paper; (vi) all Instruments; Instruments (including all promissory notes); (vii) all Investment Property; documents; (viii) all Deposit Accounts; , including all deposits therein; (ix) all money, cash or cash equivalents of the Grantor; Debtor; (x) all Supporting Obligations books and all Letter-of-Credit Rights of records pertaining to the Grantor; Collateral; (xi) all commercial tort claimsinvestment property (including securities, whether certificated or uncertificated, securities accounts, security entitlements, commodity contracts or commodity accounts); and (xii) all Trademarks, Patents or Copyrights or other Intellectual Property; (xiii) to the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing; PROVIDED, that the Collateral shall not include any property which is an Excluded Asset for as long as such property is an Excluded Asset, but if any such property at any time ceases to be an Excluded Asset, it shall immediately and automatically become part of the Collateral without need for any additional grant of a security interest therein. (b) In addition, to secure the prompt and complete payment, performance and observance of the Secured Obligations and in order to induce the Trustee and the Initial Purchasers Secured Parties as aforesaid, the Grantor Debtors hereby grants grant to the Trustee as the Collateral Agent Agent, for the benefit of the present and future Holders of Secured ObligationsParties, a right of setoff against the property of the Grantor Debtor held by the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured ObligationsParties, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured ObligationsParties, for any purpose, including safekeeping, collection or pledge, for the account of the GrantorDebtors, or as to which the Grantor Debtors may have any right or power.

GRANT OF LIEN. (a) To secure Specifically, without limiting the prompt generality of Section 7.1, Lessor and complete paymentLessee further intend and agree that, performance and observance for the purpose of all securing payment of the Secured principal sum of the Fifty Million Dollars ($50,000,000), together with interest thereon calculated at the rate provided in the Participation Agreement and all other Lessee Obligations, the Grantor Lessee hereby grants, assignsbargains, mortgages, conveys, mortgagessells, pledges, hypothecates assigns and transfers sets over to the Public Trustee of the County of El Paso, as the Collateral Agent trustee ("Trustee"), and its successors and assigns, for the benefit of Lessor, the Agent and the Participants, WITH POWER OF SALE AND RIGHT OF ENTRY AND POSSESSION: (i) all right, title and interest of Lessee in and to the Property (including the Land Interest, Improvements, Fixtures, Equipment, and Appurtenant Rights), together with the reversions, remainders, rents, issues and profits thereof, and all the estate, right, title, interest, property, possession, claim and demand whatsoever, at law as well as in equity, of Lessee of, in and to the same, including, without limitation, all credits, options, deposits, rights of first offer, rights of first refusal, extension rights and expansion rights relating thereto; (ii) all right, title and interest of Lessee in and to the Land Interest and Improvements in any way hereafter belonging, relating or appertaining to the Property; (iii) all right, title and interest of Lessee in, to and under (i) all books and records, and (ii) all inventory, accounts, cash receipts, deposit accounts, accounts receivable, general intangibles, chattel paper (whether electronic or tangible), notes, drafts, letter of credit rights, supporting obligations, trade names, trademarks and service marks arising from or related or used in connection with the ownership, management, leasing, sale or operation of the present Property; (iv) all right, title and future Holders interest of Secured ObligationsLessee in and to (i) all refunds, a Lien upon awards, tax abatements, rebates, reserves, deferred payments, deposits, and payments of any kind payable by an Governmental Authority or any insurance or utility company with respect to the Property, and (ii) all reserves, deferred payments, deposit accounts, refunds, cost savings and payments of its any kind with respect to the Property or any part thereof; provided, however, that except during the continuation of any Lease Event of Default, Lessee may collect, apply and retain any of the foregoing in accordance with Section 7.2(e) below; (v) all right, title and interest of Lessee in and to all insurance policies (including title insurance policies) required to be maintained by Lessee pursuant to the Lease for loss of the Property, including the right to collect, receive and disburse to Lessee such proceeds in accordance with the Operative Documents; provided, however, that except during the continuation of any Lease Event of Default, Lessee may collect, apply and retain any of the foregoing in accordance with Section 7.2(e) below; (vi) all awards and other compensation, including the interest payable thereon and the right to collect and receive the same, for the taking by eminent domain, condemnation or otherwise, of all or any part of the Property or any easement or other real property right therein; provided, however, that except during the continuation of any Lease Event of Default, Lessee may collect, apply and retain any of the foregoing in accordance with Section 7.2(e) below; (vii) all right, title and interest of Lessee in and to (i) all consents, licenses, building permits, certificates of occupancy and other governmental or quasi-governmental approvals relating to construction, completion, occupancy, use or operation of any of the Improvements or any other part of the Property and (ii) all plans and specifications relating to the ownership or leasing of the Improvements; (viii) all right, title and interest in, to and under all personal property and any leases, subleases or licenses of the Property, any license, concession, management, mineral or other assetsagreements of a similar kind that permit the use or occupancy of the Property or any part thereof for any purpose, whether in return for any payment, permit the extraction or taking of any gas, oil, water or other minerals from the Property or any part thereof in return for payment of any fee, rent or royalty, now owned by or owing to, or hereafter acquired entered into by Lessee (collectively, the "Other Leases"), together with all estate, rights, title, interest, benefits, powers and privileges of Lessee, as lessor, under the Other Leases including, without limitation, the immediate and continuing right to make claim for, receive, collect and receipt for all charges, fees, income, issues, profits, receipts, rents, revenues or arising in favor royalties payable under any of the Grantor Other Leases (collectively, the "Other Lease Rents") and all estate, right, title and interest of Lessee thereunder, including under all cash, securities or letters of credit delivered or deposited thereunder to secure performance by Lessee of its obligations thereunder; provided, however, that except during the continuation of any trade namesLease Event of Default, styles or derivations thereof)Lessee may collect, apply and whether owned or consigned by or toretain any of the foregoing in accordance with Section 7.2(e) below. (ix) all proceeds, or leased from or to both cash and non-cash, of the Grantor, and regardless of where located foregoing. (x) (all of which being hereinafter the foregoing property and rights and interests now owned or held or subsequently acquired by Lessee and described in the foregoing clauses (i) through (ix) are collectively referred to as the "COLLATERALMortgaged Property.")) The grant provided hereby shall be deemed a deed of trust, including: (i) all Accounts; (ii) all Chattel Paper; (iii) all Documents; (iv) all General Intangibles (including payment intangibles security agreement and software, but excluding any Contract that by its terms prohibits any Lien, where such prohibition is effective under applicable law, including Sections 9-406 and 9-408 fixture filing pursuant to the laws of the Code); (v) all Goods (including Inventory, P&E State of Colorado governing deeds of trust and Fixtures); (vi) all Instruments; (vii) all Investment Property; (viii) all Deposit Accounts; (ix) all money, cash or cash equivalents of the Grantor; (x) all Supporting Obligations and all Letter-of-Credit Rights of the Grantor; (xi) all commercial tort claims; and (xii) to the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing; PROVIDED, that the Collateral shall not include any property which is an Excluded Asset for as long as such property is an Excluded Asset, but if any such property at any time ceases to be an Excluded Asset, it shall immediately and automatically become part of the Collateral without need for any additional grant of a security interest thereinagreements. (b) In additionIt also is the intention of the parties hereto that this Lease shall constitute a "Security Agreement" within the meaning of the UCC and grants a security interest in the Mortgaged Property which is subject to the UCC and described herein to Lessor and the Participants. Lessee and Lessor agree, to secure the prompt and complete paymentextent permitted by law, performance and observance that this Lease upon recording or registration in the real estate records of the Secured Obligations proper office shall constitute a financing statement filed as a "fixture filing" within the meaning of Sections 9-102 and 9-502 of the UCC. Lessee's Federal Tax Identification Number is 00-0000000. (c) Notwithstanding any other provision hereof, Lessor shall not be deemed to have accepted any property other than cash in order satisfaction of any obligation of Lessee or Lessor, unless Lessee shall make an express written election of said remedy under Section 9-620(b) of the UCC, or other Applicable Law. (d) Specifically, without limiting the generality of anything contained in Section 7, Lessor and Lessee further intend and agree that (i) the possession by Lessor or any of its agents of notes and such other items of Mortgaged Property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to induce be "possession by the Trustee secured party" for purposes of perfecting the security interest pursuant to Section 9-334 of the UCC; and (ii) for any deposit account within the Initial Purchasers as aforesaidmeaning of Section 9-102 of the UCC, the Grantor hereby grants execution and delivery of an Account Control Agreement by the Depository Bank and Lessee in the form attached to the Trustee Participation Agreement, shall perfect a security interest in any such deposit account pursuant to that Section. Lessor and Lessee shall, to the extent consistent with this Lease, take such actions and execute, deliver, file and record such other documents, financing statements, mortgages and deeds of trust as may be necessary to ensure that, if this Lease were deemed to create a security interest in any item of the Collateral Agent Mortgaged Property in accordance with this Section, such security interest would be deemed to be a perfected security interest of first priority under Applicable Law and will be maintained as such throughout the Term. (e) The assignment of Other Leases and Other Lease Rents is a present and absolute assignment, not an assignment for security purposes only, and Lessor’s right to the Other Leases and Other Lease Rents is not contingent upon, and may be exercised without possession of, the Property. (i) If no Lease Event of Default has occurred and is continuing, Lessee shall have a revocable license to collect and retain the Other Lease Rents as they become due and to collect, retain, use and apply the other Mortgaged Property in any manner not expressly prohibited by this Lease. Upon the occurrence and during the continuance of any Lease Event of Default, such license shall automatically terminate, and Lessor may collect and apply the Other Lease Rents and Mortgaged Property to the Lessee Obligations (with an associated reduction in the Asset Termination Value) pursuant to Section 17.2.3(f), without further notice to Lessee or any other Person and without taking possession of the Property. All Other Lease Rents collected by Lessee during a Lease Event of Default shall be held by Lessee as trustee in a constructive trust for the benefit of Lessor for so long as a Lease Event of Default shall exist. Lessee hereby irrevocably authorizes and directs the present sublessees under the Other Leases, without any need on their part to inquire as to whether a Lease Event of Default has actually occurred or is then existing, to rely upon and future Holders comply with any notice or demand by Lessor for the payment to Lessor of Secured Obligations, a right any rental or other sums which may become due under the Other Leases or for the performance of setoff against the property any of the Grantor held sublessees’ undertakings under the Other Leases. Collection of any Other Lease Rents or Mortgaged Property by Lessor shall not cure or waive any default or notice of default hereunder or invalidate any acts done pursuant to such notice, but such collected amounts shall be immediately deemed applied by Lessor to pay Lessee Obligations in such order as Lessor shall determine in accordance with the Operative Documents (with the associated reduction in the Asset Termination Value) on the date such sums are received by the Credit Agreement AgentLessor. (ii) The foregoing irrevocable assignment shall not cause Lessor to be (A) a mortgagee in possession; (B) responsible or liable for (1) the control, care, management or repair of the TrusteeProperty or for performing any of Lessee’s obligations or duties under the Other Leases, (2) any waste committed on the Collateral Agent Property by the sublessees under any of the Other Leases or by any present other Persons, (3) any dangerous or future Holder defective condition of Secured Obligationsthe Property, consisting of property described above in Section 2(aor (4) now or hereafter any negligence in the possession management, upkeep, repair or custody of or in transit to the Credit Agreement Agent, the Trustee, the Collateral Agent or any present or future Holder of Secured Obligations, for any purpose, including safekeeping, collection or pledge, for the account control of the GrantorProperty resulting in loss or injury or death to any sublessee, licensee, employee, invitee or other Person; or (C) responsible for or impose upon Lessor any duty to produce rents or profits. Lessor, in the absence of gross negligence or willful misconduct on its part, shall not be liable to Lessee as a consequence of (y) the exercise or failure to which exercise any of the Grantor may have rights, remedies or powers granted to Lessor hereunder or (z) the failure or refusal of Lessor to perform or discharge any right obligation, duty or powerliability of Lessee arising under the Other Leases.