Common use of GRANT OF LIEN Clause in Contracts

GRANT OF LIEN. (a) As security for the due and prompt payment and performance when due (whether at the stated maturity, by acceleration or otherwise) by the undersigned of all of its present and future Secured Obligations, the undersigned hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in and continuing lien on all of the undersigned’s right, title and interest in or to any and all of the following properties and assets 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 or existing or at any time hereafter acquired or arising, regardless of where located (collectively, the “Collateral”): (i) all Accounts; (ii) all Inventory, including all Rental Equipment; (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; (v) all contract rights, including contract rights in respect of any Like-Kind Exchange; (vi) all Chattel Paper; (vii) all Documents; (viii) all Instruments; (ix) all Supporting Obligations and Letter-of-Credit Rights; (x) all General Intangibles (including Payment Intangibles and Software); (xi) all Goods; (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 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 the undersigned’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 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 (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 any asset that is an Excluded Asset. Subject to any limitations set forth in the Security Agreement, all of the Secured Obligations of the undersigned shall be secured by all of the Collateral of the undersigned and any other property of the undersigned that secures any of the Secured Obligations.

GRANT OF LIEN. (a) As security for the due and prompt payment and performance when due (whether at the stated maturity, by acceleration acceleration, or otherwise) by the undersigned of all of its present and future Secured Obligations, the undersigned hereby grants grants, to the Collateral Agent, its successors and assigns, 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 undersigned’s right, title and interest in or to any and all of the following properties and assets 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 or existing or at any time hereafter acquired or arising, regardless of where located (collectively, the “Collateral”): (i) all Accounts; (ii) all Inventory, including all Rental Equipment; (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; (v) all contract rights, including contract rights in respect of any Like-Kind Exchange; (vi) all Chattel Paper; (vii) all Documents; (viii) all Instruments; (ix) all Supporting Obligations and Letter-of-Credit RightsIntangibles (as such term is defined in the PPSA); (x) all General Intangibles Goods (including Payment Intangibles and Softwareexcluding “Consumer Goods” as such term is defined in the PPSA); (xi) all GoodsEquipment; (xii) all EquipmentInvestment Property; (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 Collateral Agent, any Second Lien Agent, the Credit Agreement Agent, any Lender (as defined in the Credit Agreement) or any of their Affiliates; (xvxiv) all of the undersigned’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 the undersigned maintains deposits, including all Payment Accounts; (xvixv) 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; (xviixvi) 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 any asset that is an Excluded Asset. Subject to any limitations set forth in the Security Agreement, all of the Secured Obligations of the undersigned shall be secured by all of the Collateral of the undersigned and any other property of the undersigned that secures any of the Secured Obligations.

GRANT OF LIEN. (a) As security for the due and prompt payment and performance when due (whether at the stated maturity, by acceleration or otherwise) by the undersigned of all of its present and future Secured Obligations, the undersigned hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in and continuing lien on all of the undersigned’s right, title and interest in or to any and all of the following properties and assets 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 or existing or at any time hereafter acquired or arising, regardless of where located (collectively, the “Collateral”): (i) all Accounts; (ii) all Inventory, including all Rental Equipment; (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; (v) all contract rights, including contract rights in respect of any Like-Kind Exchange; (vi) all Chattel Paper; (vii) all Documents; (viii) all Instruments; (ix) all Supporting Obligations and Letter-of-Credit Rights; (x) all General Intangibles (including Payment Intangibles and Software); (xi) all Goods; (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 Collateral Agent, any Second Lien AgentLender, the Credit Agreement Agent, any Lender Collateral Agent (as defined in the Credit Notes Security 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 AgentAgent (as defined in the Notes Security Agreement), any Second Lien Agent, Agent (as defined in the Credit Agreement Agent or any Lender 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 (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 any asset that is an Excluded Asset. Subject to any limitations set forth in the Security Agreement, all of the Secured Obligations of the undersigned shall be secured by all of the Collateral of the undersigned and any other property of the undersigned that secures any of the Secured Obligations.

GRANT OF LIEN. (a) As security for the due and prompt payment and performance when due (whether at the stated maturity, by acceleration or otherwise) by the undersigned of all of its present and future Secured Obligations, the undersigned hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in and continuing lien on all of the undersigned’s right, title and interest in or to any and all of the following properties and assets 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 or existing or at any time hereafter acquired or arising, regardless of where located (collectively, the “Collateral”): (i) all Accounts; (ii) all Inventory, including all Rental Equipment; (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; (v) all contract rights, including contract rights in respect of any Like-Kind Exchange; (vi) all Chattel Paper; (vii) all Documents; (viii) all Instruments; (ix) all Supporting Obligations and Letter-of-Credit Rights; (x) all General Intangibles (including Payment Intangibles and Software); (xi) all Goods; (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 Collateral Agent, any Lender, the ABL Agent, any Second Lien Agent, the Credit Agreement Agent, any Lender Agent (as defined in the Credit 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, the ABL Agent, any Lender (as defined in the ABL Agreement), the Collateral AgentAgent (as defined in the Notes Security Agreement), any Second Lien Agent, Agent (as defined in the Credit Agreement Agent or any Lender 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 (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 any asset that is an Excluded Asset. Subject to any limitations set forth in the Security Agreement, all of the Secured Obligations of the undersigned shall be secured by all of the Collateral of the undersigned and any other property of the undersigned that secures any of the Secured Obligations.

GRANT OF LIEN. (a) As security for the due and prompt payment and performance when due (whether at the stated maturity, by acceleration or otherwise) by the undersigned each Grantor of all of its the present and future Secured ObligationsObligations of such Grantor, the undersigned each Grantor hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in and continuing lien on all of the undersignedsuch Grantor’s right, title and interest in or to any and all of the following properties and assets of the undersigned such Grantor and all powers and rights of the undersigned such Grantor in all of the following (including the power to transfer rights in the following), whether now owned or existing or at any time hereafter acquired or arising, regardless of where located (collectively, the “Collateral”): (i) all Accounts; (ii) all Inventory, including all Rental Equipment; (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; (v) all contract rights, including contract rights in respect of any Like-Kind Exchange; (vi) all Chattel Paper; (vii) all Documents; (viii) all Instruments; (ix) all Supporting Obligations and Letter-of-Credit Rights; (x) all General Intangibles (including Payment Intangibles and Software); (xi) all Goods; (xii) all Equipment; (xiii) all Investment Property, including the following (the “Security Collateral 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 undersignedInitial 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 the undersigned such Grantor held directly or indirectly by the Collateral Agent, any other Second Lien Agent, the Credit Agreement 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 of their Affiliates; (xv) all of the undersignedsuch Grantor’s Material Accounts, credits, and balances with and other claims against the Collateral Agent, any other Second Lien Agent, the Credit Agreement Agent or 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 of their Affiliates or any other financial institution with which the undersigned 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 mxxx application until such time that a statement of use has been filed with the United States Patent and Trademark Office (“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; (e) any property that is an subject to a Lien securing purchase money obligations, Capital Lease Obligations (as defined in the ABL 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 any 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 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); (l) any 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; (m) any asset not required to be pledged as security for the 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 First Lien Secured Parties of the security to be afforded thereby; provided that the Company has notified the Collateral Agent in writing of such agreement; and (o) Excluded AssetStock Collateral (as defined below) but only to the extent that 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 in the Security Agreementherein, all of the Secured Obligations of the undersigned any Grantor shall be secured by all of the Collateral of the undersigned such Grantor and any other property of the undersigned such Grantor that secures any of the Secured ObligationsObligations (but in any event subject to the prior security interests granted to the First Lien Secured Parties as provided in any Applicable Intercreditor Agreement).

GRANT OF LIEN. (a) As security for the due and prompt payment and performance when due (whether at the stated maturity, by acceleration or otherwise) by the undersigned each Grantor of all of its present and future Canadian Obligations (such Obligations, as to any Grantor, being the “Secured Obligations” of such Grantor), the undersigned each Grantor hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the applicable Secured Parties, a security interest (the “Security Interest”) in and continuing lien on all of the undersignedsuch Grantor’s right, title and interest in or to any and all of the following properties personal property, assets and assets undertakings of the undersigned such Grantor and all powers and rights of the undersigned such Grantor in all of the following (including the power to transfer rights in the following), whether now owned or existing or at any time hereafter acquired or arising, regardless of where located (collectively, the “Collateral”): (i) all Accounts; (ii) all Inventory, including all Rental Equipment; (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; (v) all contract rights, including contract rights in respect of any Like-Kind Exchange; (vi) all Chattel Paper; (vii) all Documents; (viii) all Instruments; (ix) all Supporting Obligations and Letter-of-Credit Rights; (x) all 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 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 undersignedInitial 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 the undersigned such Grantor held directly or indirectly by the Collateral Agent, any Second Lien Agent, the Credit Agreement Agent, Agent or any Lender (as defined in the Credit Agreement) or any of their Affiliates; (xv) all of the undersignedsuch Grantor’s Material Accounts, credits, 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 the undersigned 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, 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 an Excluded Assetsubject 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); (m) any 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 (n) any asset with respect to which the 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 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 any limitations set forth in the Security Agreementherein, all of the Secured Obligations of the undersigned any Grantor shall be secured by all of the Collateral of the undersigned such Grantor and any other property of the undersigned 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 attachment of the Secured Obligationssecurity interest granted hereunder.

GRANT OF LIEN. (a) As security for the due and prompt payment and performance when due (whether at the stated maturity, by acceleration or otherwise) by the undersigned of all of its present and future Secured Obligations, the undersigned hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in and continuing lien on all of the undersigned’s right, title and interest in or to any and all of the following properties and assets 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 or existing or at any time hereafter acquired or arising, regardless of where located (collectively, the “Collateral”): (i) all Accounts; (ii) all Inventory, including all Rental Equipment; (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; (v) all contract rights, including contract rights in respect of any Like-Kind Exchange; (vi) all Chattel Paper; (vii) all Documents; (viii) all Instruments; (ix) all Supporting Obligations and Letter-of-Credit Rights; (x) all General Intangibles (including Payment Intangibles and Software); (xi) all Goods; (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 Collateral Agent, any other Second Lien Agent, the Credit Agreement 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 of their Affiliates; (xv) all of the undersigned’s Material Accounts, credits, and balances with and other claims against the Collateral Agent, any other Second Lien Agent, the Credit Agreement Agent or 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 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 (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 any asset that is an Excluded Asset. Subject to any limitations set forth in the Security Agreement, all of the Secured Obligations of the undersigned shall be secured by all of the Collateral of the undersigned and any other property of the undersigned that secures any of the Secured Obligations.