Common use of Grant of Transaction Liens Clause in Contracts

Grant of Transaction Liens. (a) The Borrower, in order to secure the Secured Obligations, and each Lien Grantor listed on the signature pages hereof, in order to secure its Transaction Guarantee, grants to the Agent for the benefit of the Secured Parties a continuing security interest in all the following property of the Borrower or such Lien Grantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) all Accounts; (ii) all Chattel Paper; (iii) all Deposit Accounts; (iv) all Documents; (v) all Equipment; (vi) all General Intangibles (including any Equity Interests in other Persons that do not constitute Investment Property); (vii) all Instruments; (viii) all Inventory; (ix) all Investment Property; (x) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining to any of its Collateral; (xi) such Original Lien Grantor’s ownership interest in (1) its Collateral Accounts, (2) all Financial Assets credited to its Collateral Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Collateral Accounts from time to time and (4) all other money in the possession of the Agent; and (xii) all Proceeds of the Collateral described in the foregoing clauses (i) through (xi); provided that the following property is excluded from the foregoing security interests: (A) motor vehicles the perfection of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction, (B) voting Equity Interests in any Foreign Subsidiary, to the extent (but only to the extent) required to prevent the Collateral from including more than 65% of all voting Equity Interests in such Foreign Subsidiary, (C) United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law and (D) any property to the extent that the grant of a security interest therein is prohibited by any applicable law or regulation, requires a consent not obtained of any Governmental Authority pursuant to any applicable law or regulation, or 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 law or regulation 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. Each Original Lien Grantor shall use all reasonable efforts to obtain any such required consent that is reasonably obtainable. (b) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (c) The Transaction Liens are granted as security only and shall not subject the Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.

Grant of Transaction Liens. (a) The Borrower, in order to secure the Secured ObligationsObligations (including the Secured Guarantee thereof), and each Lien Grantor Guarantor listed on the signature pages hereof, in order to secure its Transaction Secured Guarantee, grants to the Administrative Agent for the benefit of the Secured Parties a continuing security interest in all the following property of the Borrower or such Lien GrantorGuarantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) all Accounts; (ii) all Chattel Paper; (iii) all cash and Deposit Accounts; (iv) all Documents; (v) all Equipment; (vi) all General Intangibles (including (x) any Equity Interests in other Persons that do not constitute Investment Property and (y) any Intellectual Property); (vii) all Instruments; (viii) all Inventory; (ix) all Investment Property; (x) the Commercial Tort Claims described in Schedule 3; (xi) all Letter-of-Credit Rights; (xii) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining to any of its Collateral; (xixiii) such Original Lien Grantor’s ownership interest in (1) its Collateral Accounts, (2) all Financial Assets credited to its Collateral Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Collateral Accounts from time to time and (4) all other money in the possession of the Administrative Agent; and (xiixiv) all Proceeds of the Collateral described in the foregoing clauses (i) through (xixiii); provided that the following property is excluded from the foregoing security interests: (Ai) any fee-owned real property with a fair market value of less than $10,000,000 and all leasehold interests in real property; (ii) motor vehicles vehicles, aircrafts and other assets subject to certificates of title (except to the extent perfection can be accomplished through the filing of UCC-1 financing statements); (iii) Letter-of-Credit Rights with a value of less than $1,000,000 (except to the extent perfection can be accomplished through the filing of UCC-1 financing statements) and Commercial Tort Claims with a value of less than $10,000,000; (iv) pledges and security interest in which is excluded from interests prohibited by applicable law, rule or regulation (including the Uniform Commercial Code in the relevant jurisdiction, requirement to obtain consent of any governmental authority); (Bv) voting Equity Interests in any Foreign Subsidiary, person other than wholly-owned Subsidiaries to the extent not permitted by the terms of such person’s organizational or joint venture documents; (but only vi) any lease, permit, license or other agreement or any property subject to the extent) required to prevent the Collateral from including more than 65% of all voting Equity Interests in such Foreign Subsidiary, (C) United States intent-to-use trademark applications a purchase money security interest or similar arrangement to the extent that, and solely during the period in which, the that a grant of a security interest therein would impair violate or invalidate such lease, permit, license or agreement or purchase money arrangement or create a right of termination in favor of, or require the validity consent of, any other party thereto (other than the Borrower or enforceability any of its Subsidiaries) after giving effect to the applicable anti-assignment provisions of the UCC, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC notwithstanding such prohibition; (vii) those assets as to which the Administrative Agent and the Borrower reasonably agree that the cost of obtaining such a security interest or perfection thereof are excessive in relation to the benefit to the Lenders of the security to be afforded thereby; (viii) more than 65% of the Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) of any CFC or CFC Holdco; (ix) any of the Capital Stock of a Subsidiary of a CFC or CFC Holdco, (x) any governmental licenses or state or local franchises, charters and authorizations, to the extent security interests in such licenses, franchises, charters or authorizations are prohibited or restricted thereby after giving effect to the applicable anti-assignment provisions of the UCC; (xi) “intent-to-use use” trademark applications under applicable federal law or service xxxx applications; (xii) Excluded Accounts; and (Dxiii) any acquired property (including property acquired through acquisition or merger of another entity, but excluding certain assets to be mutually agreed) if at the extent that time of such acquisition the grant granting of a security interest therein or the pledge thereof is prohibited by any applicable law or regulation, requires a consent not obtained of any Governmental Authority pursuant to any applicable law or regulation, or 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 contract or other document evidencing or giving rise to such property oragreement (in each case, not created in the case of any Investment Property, any applicable shareholder or similar agreement, except contemplation thereof) to the extent that and for so long as such law or regulation or the term in such contract, license, agreement, instrument contract or other document agreement prohibits such security interest or shareholder or similar agreement providing for pledge (after giving effect to the applicable anti-assignment provisions of the UCC, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC notwithstanding such prohibition, breachthe foregoing described in clauses (i) through (xiii) are, default or termination or requiring such consent is ineffective under applicable law. Each Original Lien Grantor shall use all reasonable efforts to obtain any such required consent that is reasonably obtainablecollectively, the “Excluded Assets”). (b) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (c) The Transaction Liens are granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.

Grant of Transaction Liens. (a) The BorrowerEach Grantor, in order to secure the Secured Obligations, and each Lien Grantor listed on the signature pages hereof, in order to secure its Transaction Guarantee, grants to the Agent for the benefit of the Secured Parties Party a continuing security interest in and Lien upon all the following property of the Borrower or such Lien Grantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) all Accounts; (ii) all Chattel Paper; (iii) all cash and Deposit Accounts; (iv) all Documents; (v) all Equipment; (vi) all General Intangibles (including (x) any Equity Interests in other Persons that do not constitute Investment Property and (y) any Intellectual Property); (vii) all Instruments; (viii) all Inventory; (ix) all Investment Property; (x) the Commercial Tort Claims described in Schedule 3; (xi) all Letter-of-Credit Rights; (xii) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining to any of its Collateral; (xixiii) such Original Lien Grantor’s ownership interest in (1) its Collateral Accounts, (2) all Financial Assets credited to its Collateral Accounts from time to time and all Security Entitlements in respect thereof, thereof and (3) all cash held in its Collateral Accounts from time to time and (4) all other money in the possession of the Agenttime; and (xiixiv) all Proceeds of the Collateral described in the foregoing clauses (i) through (xi); provided that the following property is excluded from the foregoing security interests: (A) motor vehicles the perfection of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction, (B) voting Equity Interests in any Foreign Subsidiary, to the extent (but only to the extent) required to prevent the Collateral from including more than 6566% of all voting Equity Interests in such Foreign Subsidiary, Subsidiary and (C) United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law and (D) any property to the extent that the grant of a security interest therein is prohibited by any applicable law or regulation, requires a consent not obtained of any Governmental Authority governmental authority pursuant to any applicable law or regulation, or 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 law or regulation 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. Each Original Lien Grantor shall upon request of the Secured Party use all reasonable efforts to obtain any such required consent that is reasonably obtainable. (b) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (c) The Transaction Liens are granted as security only and shall not subject the Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.

Grant of Transaction Liens. (a) The Borrower, in order to secure the Secured all Obligations, and each Lien Grantor listed on the signature pages hereofGuarantor party hereto, in order to secure all Obligations, including its Transaction Obligations under its Secured Guarantee, grants to the Collateral Agent for the benefit of the Secured Parties a continuing security interest in all the following property of the such Borrower or such Lien GrantorGuarantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) all Accounts; (ii) all Chattel Paper; (iii) all Money and Deposit Accounts; (iv) all Documents; (v) all Equipment; (vi) all General Intangibles (including (x) any Equity Interests in other Persons that do not constitute Investment Property and (y) any Intellectual Property); (vii) all Instruments; (viii) all Inventory; (ix) all Investment Property; (x) the Commercial Tort Claims described in Schedule 3; (xi) all Letter-of-Credit Rights; (xii) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining to any of its Collateral; (xi) such Original Lien Grantor’s ownership interest in (1) its Collateral Accounts, (2) all Financial Assets credited to its Collateral Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Collateral Accounts from time to time and (4) all other money in the possession of the Agent; and (xiixiii) all Proceeds of the Collateral described in the foregoing clauses (i) through (xixii); provided that the following property is excluded from the foregoing security interests: interests (it being understood that such grant will be applicable at such time as any such property or assets ceases to constitute Excluded Assets): (A) motor vehicles the perfection of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction, (B) voting Excluded Equity Interests in any Foreign Subsidiary, to the extent (but only to the extent) required to prevent the Collateral from including more than 65% of all voting Equity Interests in such Foreign SubsidiaryInterests, (C) any lease, license or other agreement to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement or create a right of termination in favor of any other party thereto (other than the Borrower or Grantor) after giving effect to the applicable anti-assignment provisions of the UCC, (D) any properties and assets with respect to which the Collateral Agent determines in its good faith judgment that the costs or other consequences of granting or perfecting a security interest therein are excessive in view of the benefits to be obtained by the Secured Parties, (E) any United States intent-to-use trademark Trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark Trademark applications under applicable federal law, (F) any real property (which shall, notwithstanding anything herein to the contrary, be subject to the requirements of Section 5.11(c) and 5.13(a) of the Credit Agreement), (G) any letter of credit rights to the extent any Grantor is required by applicable law to apply the proceeds of a drawing of such letter of credit for a specified purpose, (H) any governmental licenses or state or local franchises, charters and authorizations, to the extent security interests in such licenses, franchises, charters or authorizations are prohibited or restricted thereby after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code, (DI) any property to the extent that the grant of a security interest therein is prohibited by any applicable law or regulation, requires a consent not obtained of any Governmental Authority pursuant to any applicable law or regulation, or is prohibited by, or constitutes would constitute a breach or default under or results would result in the termination termination, invalidation or abandonment 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 agreementagreement and (J) the Excluded Accounts (the foregoing, except collectively, the “Excluded Assets”), provided that the foregoing limitation in clause (I) shall not affect, limit, restrict or impair the grant by a Grantor of a security interest pursuant to this Agreement in any asset or right to the extent that Sections 9-406 and 9-408 of the Uniform Commercial Code as in effect on the date hereof would permit (and excuse any default or violation resulting therefrom) the creation of a security interest in such asset or right notwithstanding such law or regulation or the term in provision of such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for prohibiting the creation of a security interest therein or shall render such prohibition, breach, default or termination or requiring such consent is ineffective under applicable lawprovision unenforceable. Each Original Lien Grantor shall upon request of the Collateral Agent use all commercially reasonable efforts to obtain any such required consent that is reasonably obtainable, it being understood and agreed that no Grantor shall be required to obtain any such consent if the Borrower reasonably determines in its good faith judgment that the costs of obtaining such consent are excessive in view of the benefits to be obtained by the Secured Parties thereby. (b) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (c) The Transaction Liens are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.

Grant of Transaction Liens. (a) The BorrowerIssuer, in order to secure the Secured Obligations, and each Lien other Grantor listed on the signature pages hereof, in order to secure its Transaction Secured Guarantee, grants to the Collateral Agent for the benefit of the Secured Parties a continuing security interest in all the following property of the Borrower Issuer or such Lien other Grantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) all Accounts; (ii) all Chattel Paper; (iii) all cash and Deposit Accounts; (iv) all Documents; (v) all Equipment; (vi) all General Intangibles (including including, without limitation, (w) any Equity Interests in other Persons that do not constitute Investment Property, (x) any Intellectual Property and (y) any rights under contracts (including the Spectrum Registration Rights Agreement) that the Issuer has with Spectrum); (vii) all Instruments; (viii) all Inventory; (ix) all Investment PropertyProperty (including, without limitation, all Equity Interests in Spectrum); (x) the Commercial Tort Claims described in Schedule 3; (xi) all Letter-of-Credit Rights; (xii) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining to any of its Collateral; (xixiii) such Original Lien Grantor’s ownership interest in (1) its Collateral Accounts, (2) all Financial Assets credited to its Collateral Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Collateral Accounts from time to time and (4) all other money in the possession of the Collateral Agent; and (xiixiv) all Proceeds of the Collateral described in the foregoing clauses (i) through (xi); provided that the following property is Excluded Property shall be excluded from the foregoing security interests: (A) motor vehicles the perfection of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction, (B) voting Equity Interests in any Foreign Subsidiary, to the extent (but only to the extent) required to prevent the Collateral from including more than 65% of all voting Equity Interests in such Foreign Subsidiary, (C) United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law and (D) any property to the extent that the grant of a security interest therein is prohibited by any applicable law or regulation, requires a consent not obtained of any Governmental Authority pursuant to any applicable law or regulation, or 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 law or regulation 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. Each Original Lien Grantor shall use all reasonable efforts to obtain any such required consent that is reasonably obtainable. (b) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (c) The Transaction Liens are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.

Grant of Transaction Liens. (a) The Borrower, in order to secure the Secured Obligations, and each Each Lien Grantor listed on the signature pages hereofGrantor, in order to secure its Transaction GuaranteeSecured Obligations, grants to the Collateral Agent for the benefit of the Secured Parties a continuing security interest in all the following property of the Borrower or such Lien Grantor, as the case may be, Grantor whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) all Accounts; (ii) all Chattel Paper; (iii) all Deposit Accounts; (iv) all Documents; (v) all Equipment; (vi) all General Intangibles (including any Equity Interests in other Persons that do not constitute Investment Property); (vii) all Instruments; (viii) all Inventory; (ix) all Investment Property; (x) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining to any of its Collateral); (xi) such Original Lien Grantor’s 's ownership interest in (1A) its Collateral Accounts, (2B) all Financial Assets credited to its Collateral Accounts from time to time and all Security Entitlements in respect thereof, (3C) all cash held in its Collateral Accounts from time to time and (4D) all other money in the possession of the Collateral Agent; and; (xii) all other personal property and rights of every kind and description and interests therein not otherwise described above; (xiii) all Proceeds of the Collateral described in the foregoing clauses (i) through (xixii); and (xiv) all Proceeds of any FCC license or similar license; provided that the following property is excluded from the foregoing security interests: (A) motor vehicles the perfection of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction, (B) voting Equity Interests in Collateral shall not include any Foreign Subsidiary, to the extent (but only to the extent) required to prevent the Collateral from including more than 65% of all voting Equity Interests in such Foreign Subsidiary, (C) United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law and (D) any property to the extent that the grant of a security interest therein is prohibited by any applicable law or regulation, requires a consent not obtained of any Governmental Authority pursuant to any applicable law or regulation, or 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 law or regulation 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 lawExcluded Collateral. Each Original Lien Grantor shall use all reasonable efforts to obtain any such required consent relating to Excluded Collateral of the type described in clause (iv) of the definition thereof that is reasonably obtainableobtainable to the extent necessary to cause such Excluded Collateral to constitute Collateral. (b) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (c) The Transaction Liens are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.

Grant of Transaction Liens. (a) The Each Borrower, in order to secure the Secured all Obligations, and each Lien Grantor listed on the signature pages hereofGuarantor party hereto, in order to secure all Obligations, including its Transaction Obligations under its Secured Guarantee, grants to the Agent for the benefit of the Secured Parties a continuing security interest in all the following property of the such Borrower or such Lien GrantorGuarantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) all Accounts; (ii) all Chattel Paper; (iii) all Money and Deposit Accounts; (iv) all Documents; (v) all Equipment; (vi) all General Intangibles (including (x) any Equity Interests in other Persons that do not constitute Investment Property and (y) any Intellectual Property); (vii) all Instruments; (viii) all Inventory; (ix) all Investment Property; (x) the Commercial Tort Claims described in Schedule 3; (xi) all Letter-of-Credit Rights; (xii) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining to any of its Collateral; (xi) such Original Lien Grantor’s ownership interest in (1) its Collateral Accounts, (2) all Financial Assets credited to its Collateral Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Collateral Accounts from time to time and (4) all other money in the possession of the Agent; and (xiixiii) all Proceeds of the Collateral described in the foregoing clauses (i) through (xixii); provided that the following property is excluded from the foregoing security interests: interests (it being understood that such grant will be applicable at such time as any such property or assets ceases to constitute Excluded Assets): (A) motor vehicles the perfection of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction, (B) voting Excluded Equity Interests in any Foreign Subsidiary, to the extent (but only to the extent) required to prevent the Collateral from including more than 65% of all voting Equity Interests in such Foreign SubsidiaryInterests, (C) any lease, license or other agreement to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement or create a right of termination in favor of any other party thereto (other than any Borrower or Grantor) after giving effect to the applicable anti-assignment provisions of the UCC, (D) any properties and assets with respect to which the Agent determines in its good faith judgment that the costs or other consequences of granting or perfecting a security interest therein are excessive in view of the benefits to be obtained by the Secured Parties, (E) any United States intent-to-use trademark Trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark Trademark applications under applicable federal law, (F) any real property, (G) any letter of credit rights to the extent any Grantor is required by applicable law to apply the proceeds of a drawing of such letter of credit for a specified purpose, (H) any governmental licenses or state or local franchises, charters and authorizations, to the extent security interests in such licenses, franchises, charters or authorizations are prohibited or restricted thereby after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code, (DI) any property to the extent that the grant of a security interest therein is prohibited by any applicable law or regulation, requires a consent not obtained of any Governmental Authority pursuant to any applicable law or regulation, or is prohibited by, or constitutes would constitute a breach or default under or results would result in the termination termination, invalidation or abandonment 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 agreementagreement and (J) the Excluded Accounts (the foregoing, except collectively, the “Excluded Assets”), provided that the foregoing limitation in clause (I) shall not affect, limit, restrict or impair the grant by a Grantor of a security interest pursuant to this Agreement in any asset or right to the extent that Sections 9-406 and 9-408 of the Uniform Commercial Code as in effect on the date hereof would permit (and excuse any default or violation resulting therefrom) the creation of a security interest in such asset or right notwithstanding such law or regulation or the term in provision of such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for prohibiting the creation of a security interest therein or shall render such prohibition, breach, default or termination or requiring such consent is ineffective under applicable lawprovision unenforceable. Each Original Lien Grantor shall upon request of the Agent use all commercially reasonable efforts to obtain any such required consent that is reasonably obtainable, it being understood and agreed that no Grantor shall be required to obtain any such consent if the Company reasonably determines in its good faith judgment that the costs of obtaining such consent are excessive in view of the benefits to be obtained by the Secured Parties thereby. (b) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (c) The Transaction Liens are granted as security only and shall not subject the Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.

Grant of Transaction Liens. (a) The Borrower, in order to secure the Secured Obligations, each Guarantor signing and delivering a counterpart hereof on the Effective Date and each Lien Grantor listed on Guarantor that shall, at any time after the signature pages date hereof, become a “Guarantor” pursuant to Section 18, in order to secure its Transaction Secured Guarantee, subject to clause (d) of this Section 3, grants to the Agent for the benefit of the Secured Parties Party a continuing security interest in all the following property of the Borrower or such Lien GrantorGuarantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) all Accounts; (ii) all Chattel Paper; (iii) all cash and Deposit Accounts; (iv) all Documents; (v) all Equipment; (vi) all General Intangibles (including (x) any Equity Interests in other Persons that do not constitute Investment Property and (y) any Intellectual Property); (vii) all InstrumentsEquity Interests in any Subject Issuer; (viii) all indebtedness owed by any Subject Issuer; (ix) all Securities and Instruments evidencing any of the Collateral described in the foregoing clauses (vii) and (viii); (x) all Inventory; (ixxi) all Investment Property; (xxii) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of the Borrower and such Original Lien Grantor Guarantor pertaining to any of its Collateral; (xixiii) such Original Lien GrantorPledgor’s ownership interest in (1) its Collateral Accounts, (2) all Financial Assets credited to its Collateral Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Collateral Accounts from time to time and (4) all other money in the possession of the AgentSecured Party; and (xiixiv) all Proceeds of the Collateral described in the foregoing clauses (i) through (xixiii); provided that (i) the following property Excluded Property is excluded from the foregoing grant of security interests: interests and (Aii) motor vehicles for each Guarantor, the perfection amount of a the Secured Obligations secured by the foregoing security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction, (B) voting Equity Interests in any Foreign Subsidiary, of such Guarantor shall be limited to the extent (but only maximum amount permitted by the terms of each Applicable Financing Agreement limiting the amount of “Debt” or “Indebtedness” that can be so secured by such Guarantor without contravening such Applicable Financing Agreement or being obligated under such Applicable Financing Agreement to equally and ratably secure the extent) required to prevent the Collateral from including more than 65% of all voting Equity Interests in Debt or Indebtedness governed by such Foreign Subsidiary, (C) United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law and (D) any property to the extent that the grant of a security interest therein is prohibited by any applicable law or regulation, requires a consent not obtained of any Governmental Authority pursuant to any applicable law or regulation, or 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 law or regulation 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. Each Original Lien Grantor shall use all reasonable efforts to obtain any such required consent that is reasonably obtainableApplicable Financing Agreement. (b) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (c) The Transaction Liens are granted as security only and shall not subject the Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor Pledgor with respect to any of the Collateral or any transaction in connection therewith. (d) If the Governmental Authority having jurisdiction over any Regulated Subsidiary determines that a pledge of the Equity Interests of such Regulated Subsidiary hereunder constitutes or would constitute the acquisition of or a change of control with respect to such Regulated Subsidiary or any subsidiary thereof as to which the prior approval of such Governmental Authority was required and not obtained or waived, then, immediately upon the relevant Pledgor’s receipt of written notice from such Governmental Authority of such determination and without any action on the part of the Secured Party or any other Person, such pledge shall be rendered void ab initio and of no effect, at which time the Pledgor may cause the Regulated Subsidiary to alter its share transfer records to reflect that the pledge has become void. Upon any such occurrence, (i) the Secured Party shall, at such Pledgor’s written request and expense, return all certificates representing such Equity Interest to such Pledgor and execute and deliver such documents as such Pledgor shall reasonably request to evidence such Pledgor’s retention of all rights in such Equity Interest and (ii) such Pledgor, if permitted, shall promptly, and the Secured Party, if permitted, may, submit a request to the relevant Governmental Authority for approval of the pledge of such shares by the Pledgor hereunder, with which the Pledgor and the relevant Regulated Subsidiary shall fully cooperate, and, upon receipt of such approval, shall forthwith deliver to the Secured Party certificates representing all the outstanding Equity Interests in such Regulated Subsidiary (subject to the limitation in Section 8(l) if such Regulated Subsidiary is a Foreign Subsidiary) to be held as Collateral hereunder.

Grant of Transaction Liens. (a) The US Borrower, in order to secure the Secured Obligations, and each Lien Grantor Guarantor listed on the signature pages hereof, in order to secure its Transaction Guarantee, grants to the Agent for the benefit of the Secured Parties a continuing security interest in all the following property of the US Borrower or such Lien GrantorGuarantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) all Accounts; (ii) all Chattel Paper; (iii) all Deposit Accounts; (iv) all Documents; (v) all Equipment; (vi) all General Intangibles (including any Equity Interests in other Persons that do not constitute Investment Property); (vii) all Instruments; (viii) all Inventory; (ix) all Investment Property; (x) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining to any of its Collateral; (xi) such Original Lien Grantor’s ownership interest in (1) its Collateral Accounts, (2) all Financial Assets credited to its Collateral Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Collateral Accounts from time to time and (4) all other money in the possession of the Agent; and (xii) all Proceeds of the Collateral described in the foregoing clauses (i) through (xi); provided that the following property is excluded from the foregoing security interests: (A) motor vehicles the perfection of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction, (B) voting Equity Interests in any Foreign Subsidiary, to the extent (but only to the extent) required to prevent the Collateral from including more than 65% of all voting Equity Interests in such Foreign Subsidiary, (C) United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law and (D) any property to the extent that the grant of a security interest therein is prohibited by any applicable law or regulation, requires a consent not obtained of any Governmental Authority pursuant to any applicable law or regulation, or 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 law or regulation 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. Each Original Lien Grantor shall use all reasonable efforts to obtain any such required consent that is reasonably obtainable. (b) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (c) The Transaction Liens are granted as security only and shall not subject the Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.

Grant of Transaction Liens. (a) The Each Borrower, in order to secure the its Secured Obligations, and each Lien Grantor Guarantor listed on the signature pages hereofhereof (other than the Company), in order to secure its Transaction GuaranteeSecured Guarantee and the Secured Guarantee of each other Guarantor, grants to the Administrative Agent for the benefit of the Secured Parties a continuing security interest in all the following property of the such Borrower or such Lien GrantorGuarantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located:located (the “Non-Company Collateral”): (i) all Accounts; (ii) all Chattel Paper; (iii) all Deposit the Restricted Accounts; (iv) all Documents; (v) all Equipment; (vi) all General Intangibles (including (x) any Equity Interests in other Persons that do not constitute Investment Property and (y) any Intellectual Property); (vii) all Instruments; (viii) all Inventory; (ix) all Investment Property; (x) all Supporting Obligations; (xi) all books and records (including customer lists, credit files, computer programs, printouts and other computer generated materials and records) of such Original Lien Grantor pertaining to any of its Collateral; (xixii) such Original Lien Grantor’s ownership interest in (1) its Collateral Accounts, (2) all Financial Assets credited to its Collateral cash held in the Restricted Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Collateral Accounts from time to time and (4) all other money in the possession of the Administrative Agent; (xiii) all other personal property or assets of such Grantor; and (xiixiv) all Proceeds of the Collateral described in the foregoing clauses (i) through (xixiii); provided that the following property Excluded Collateral is excluded from the foregoing security interests: ; provided further that the Non-Company Collateral shall not include Equity Interests other than (Ai) motor vehicles any Equity Interests directly owned by any Borrower or a Guarantor of any Wholly Owned Domestic Subsidiary of such Borrower or such Guarantor, respectively, whether now owned or hereafter acquired and (ii) 100% of the perfection Equity Interests directly owned by a Borrower or a Guarantor of any Wholly Owned Subsidiary that is a security interest in which is excluded from Foreign Subsidiary of such Borrower or such Guarantor, respectively, whether now owned or hereafter acquired; provided that the Uniform Commercial Code in the relevant jurisdiction, (B) Non-Company Collateral shall not include voting Equity Interests in any Foreign Subsidiary to the extent (but only to the extent) required to prevent the Non-Company Collateral from including more than 65% of the outstanding voting Equity Interests in such Foreign Subsidiary. (b) The Company, in order to secure its Secured Guarantee and the Secured Guarantee of each other Guarantor, grants to the Administrative Agent for the benefit of the Secured Parties a continuing security interest in (i) any Equity Interests directly owned by the Company of any Wholly Owned Domestic Subsidiary of the Company, whether now owned or hereafter acquired and (ii) 100% of the Equity Interests directly owned by the Company of any Wholly Owned Subsidiary that is a Foreign Subsidiary of the Company, whether now owned or hereafter acquired (the “Company Collateral”); provided that the Company Collateral shall not include voting Equity Interests in any Foreign Subsidiary that is not a Loan Party, to the extent (but only to the extent) required to prevent the Company Collateral from including more than 65% of all the outstanding voting Equity Interests in such Foreign Subsidiary, (C) United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law and (D) any property to the extent that the grant of a security interest therein is prohibited by any applicable law or regulation, requires a consent not obtained of any Governmental Authority pursuant to any applicable law or regulation, or 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 law or regulation 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. Each Original Lien Grantor shall use all reasonable efforts to obtain any such required consent that is reasonably obtainable. (bc) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (cd) The Transaction Liens are granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.

Grant of Transaction Liens. (a) The Borrower, in order to secure the Secured Obligations, and each Lien Grantor listed on the signature pages hereof, in order to secure its Transaction Guarantee, grants to the Agent for the benefit of the Secured Parties a continuing security interest in all the following property of the Borrower or such Lien Grantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) all Accounts; (ii) all Chattel Paper; (iii) all Deposit Accounts; (iv) all Documents; (v) all Equipment; (vi) all General Intangibles (including any Equity Interests in other Persons that do not constitute Investment Property); (vii) all Instruments; (viii) all Inventory; (ix) all Investment Property; (x) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining to any of its Collateral; (xi) such Original Lien Grantor’s ownership interest in (1) its Collateral Accounts, (2) all Financial Assets credited to its Collateral Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Collateral Accounts from time to time and (4) all other money in the possession of the Agent; and (xii) all Proceeds of the Collateral described in the foregoing clauses (i‎(i) through (xi‎(xi); provided that the following property is excluded from the foregoing security interests: (A) motor vehicles the perfection of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction, (B) voting Equity Interests in any Foreign Subsidiary, to the extent (but only to the extent) required to prevent the Collateral from including more than 65% of all voting Equity Interests in such Foreign Subsidiary, (C) United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law and (D) any property to the extent that the grant of a security interest therein is prohibited by any applicable law or regulation, requires a consent not obtained of any Governmental Authority pursuant to any applicable law or regulation, or 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 law or regulation 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. Each Original Lien Grantor shall use all reasonable efforts to obtain any such required consent that is reasonably obtainable. (b) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (c) The Transaction Liens are granted as security only and shall not subject the Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.

Grant of Transaction Liens. (a) The BorrowerEach Lien Grantor, in order to secure the Secured Obligations, and each Lien Grantor listed on the signature pages hereof, in order to secure its Transaction Guarantee, grants to the Administrative Agent for the benefit of the Secured Parties a continuing security interest in all the following property of the Borrower or such Lien Grantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located:, subject to the exceptions set forth in Section 3(b): (i) all AccountsInventory; (ii) all Chattel PaperReceivables; (iii) all Deposit AccountsContracts; (iv) all Documentsthe Inventory Concentration Account, the Sweep Account and the Cash Collateral Account; (v) all Equipmentamounts payable by or for the account of Equistar Receivables to or for the account of any Loan Party in connection with the Securitization Facility; (vi) all General Intangibles (including any Equity Interests in in, and all Indebtedness and other Persons that do not constitute Investment Property)obligations owed by, Equistar Receivables; (vii) all Instruments; (viii) all Inventory; (ix) all Investment Property; (x) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining to any of its Collateral; (xi) such Original Lien Grantor’s ownership interest in (1) its Collateral Accounts, (2) all Financial Assets credited to its Collateral Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Collateral Accounts from time to time and (4) all other money in the possession of the Agent; and (xiiviii) all other Proceeds of the Collateral described in the foregoing clauses (i) through (xivii); . (b) The Collateral shall not include any right, title and interest in, to and under: (i) Transferred Receivables, (ii) all cash collections and other cash proceeds of such Transferred Receivables (including, without limitation, (x) all cash proceeds of items (iii) through (viii) below and (y) all cash collections and other cash proceeds deemed to have been received, and actually paid, pursuant to Section 2.03 of the RSA Agreement), (iii) all security agreements, invoices or other Contracts that relate to any such Transferred Receivable, (iv) all goods (including returned goods (except as otherwise provided that in the following Intercreditor Agreement)), if any, relating to the sale which gave rise to any such Transferred Receivable, (v) all other security interests or liens and property is excluded subject thereto from time to time purporting to secure payment of any such Transferred Receivable, whether pursuant to the foregoing security interests: invoice or other Contract relating to such Transferred Receivable or otherwise, together with all financing statements signed or authenticated by an obligor in respect of any such Transferred Receivable describing any collateral securing any such Transferred Receivable, (vi) all lock boxes and accounts (other than the Inventory Concentration Account, the Sweep Account and the Cash Collateral Account) to which collections under (ii) are sent and deposited, and all funds and investments therein, (vii) all letter of credit rights, guaranties, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Transferred Receivables, whether pursuant to the invoice or other Contract relating to any such Transferred Receivable or otherwise, (viii) all invoices, Contracts and other documents, books, records and other information (including, without limitation, computer programs, tapes, disks, punch cards, data processing software and related property and rights) relating to such Transferred Receivables and the obligors thereon, (ix) all proceeds of the items described in Sections 3(b)(i) through 3(b)(viii), together with all of such transferee’s rights, remedies, powers and privileges with respect to such Transferred Receivables (preceding Sections Section 3(b)(ii) through 3(b)(viii), collectively, the “Related Transferred Rights”), and (x) rights of any Lien Grantor in respect of any General Intangible to the extent such General Intangible by its terms, by the terms of any related agreement with a Person other than a Subsidiary or by the terms of any applicable law under which it arises (A) motor vehicles validly prohibits the perfection of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction, (B) voting Equity Interests in any Foreign Subsidiary, to the extent (but only to the extent) required to prevent the Collateral from including more than 65% of all voting Equity Interests in such Foreign Subsidiary, (C) United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant creation of a security interest therein would impair by any Lien Grantor, (B) validly requires the validity or enforceability consent of such intent-to-use trademark applications under applicable federal law and (D) any property third party to the extent that the grant creation of a security interest therein is prohibited by any applicable law or regulation, requires a consent not obtained of any Governmental Authority pursuant (C) validly gives rise to any applicable law or regulation, or is prohibited by, or constitutes a breach right of termination or default under or results in remedy by reason of the termination creation 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 law or regulation 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. Each Original Lien Grantor shall use all reasonable efforts to obtain any such required consent that is reasonably obtainablea security interest therein. (bc) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in all right, title and interest of any Lien Grantor in and to (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (cd) With respect to all Inventory included in the Collateral from time to time, each Lien Grantor hereby grants to the Administrative Agent an irrevocable, fully paid, non-exclusive, transferable license to use any Intellectual Property which is embodied in, or the use of which is necessary or desirable in order to realize the value of, such Inventory, except to the extent that such grant of such license would be validly prohibited by the terms of an agreement relating to such Intellectual Property between the Lien Grantor and an unaffiliated Person. (e) The Transaction Liens are granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.

Grant of Transaction Liens. (a) The Borrower, in order to secure the Secured Obligations, and each Each Lien Grantor listed on the signature pages hereofGrantor, in order to secure its Transaction GuaranteeSecured Obligations, grants to the Collateral Agent for the equal and ratable benefit of the Secured Parties a continuing security interest in all the following property personal property, including all proceeds, renewals, accretions and substitutions thereof, of the Borrower or such Lien Grantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) all Accounts; (ii) all Chattel Paper; (iii) all Deposit Accountsdeeds, documents, writings, papers, books of account and other books relating to or being records of debts, Chattel Paper or Documents of Title or by which such are or may hereafter be secured, evidenced, acknowledged or made payable; (iv) all DocumentsDocuments of Title (whether negotiable or not); (v) all Equipment; (vi) all General Intangibles Goods (including any Equity Interests in other Persons that do not constitute Investment Propertyall parts, accessories, attachments, special tools, additions and accessions thereto); (vii) all Instruments; (viii) all InventoryIntangibles; (ix) all Investment PropertyInventory; (x) all Money; (xi) all Securities and other Equity Interests in other Persons; (xii) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining to any of its Collateral; (xixiii) such Original Lien Grantor’s ownership interest in and its cash, Securities and other assets held in (1) its Cash Collateral Accounts, Accounts and (2) all Financial Assets credited to its Collateral Deposit Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Collateral Accounts from time to time and (4) all other money in the possession of the Agenttime; and (xiixiv) all Proceeds of the Collateral described in the foregoing clauses (iSection 2(a)(i) through (xiSection 2(a)(xiii); . provided that that, with respect to the security interests granted by each Lien Grantor, the following property is shall be excluded from the foregoing security interestsinterest: (A) motor vehicles the perfection of any Equity Interests held by such Lien Grantor in any Subsidiary that is not a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdictionCanadian Subsidiary or a U.S. Subsidiary, (B) voting Equity Interests in Equipment leased by any Foreign Subsidiary, to Lien Grantor under a lease that prohibits the extent granting of a Lien on such Equipment if (but only to the extentextent that) the grant of the Transaction Liens would constitute a violation of a valid and enforceable restriction in favour of a third party (other than any NNC Company) or would result in an enforceable right in any Person (other than an NNC Company) to declare a default under, or an enforceable right to terminate or annul, such lease and until all required consents shall have been obtained, it being understood that no Lien Grantor is obliged to prevent the Collateral from including more than 65% of all voting Equity Interests in obtain such Foreign Subsidiaryconsent, (C) United States intent-to-use trademark applications any intangibles or other rights arising under any contract, instrument, license or other document if (but only to the extent that) the grant of the Transaction Liens would constitute a violation of a valid and enforceable restriction in favour of a third party (other than an NNC Company) or would result in an enforceable right in any Person (other than an NNC Company) to declare a default under, or an enforceable right to terminate or annul, such contract, instrument, license or other document, unless and solely during until all required consents shall have been obtained, it being understood that no Lien Grantor is obliged to obtain such consent, (D) any Equity Interests in or any debt of any Person if the period grant of the Transaction Liens therein would constitute a violation of any provision of any shareholder agreement or other agreement with respect to such Equity Interests or debt among such Lien Grantors and any other holders of Equity Interests or debt of such Person (other than NNC Company), (E) any assets of such Lien Grantor that constitute Transferred Receivables and Related Transferred Rights on the date on which such Lien Grantor becomes a party to this Agreement, (F) any Equity Interest issued by NNI, (G) the last day of the term of any lease or any extension or renewal thereof, oral or written, or agreement therefor, now held or hereafter acquired by any Lien Grantor but upon the enforcement of the security interest hereunder, the applicable Lien Grantor shall stand possessed of such last day in whichtrust to assign the same to any person acquiring such term, (H) any asset of such Lien Grantor for so long as such asset is subject to a Purchase Money Mortgage, (I) the accounts titled “Nortel Networks Ltd. Pledge Facility USD75M” and “Nortel Networks Ltd. Pledge Deposit” maintained by NNL at ABN AMRO Bank N.V. Canada Branch and (J) any Equity Interests in any Person the grant of a security interest therein Transaction Lien on which would impair require the validity or enforceability inclusion of separate financial statements of such intent-to-use trademark applications under applicable federal law and (D) any property to Person in the extent that the grant of a security interest therein is prohibited filings by any applicable law or regulationNNC Company under the Securities Exchange Act of 1934, requires a consent not obtained of any Governmental Authority pursuant to any applicable law or regulation, or is prohibited by, or constitutes a breach or default under or results in as amended (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, “Exchange Act”) (except to the extent that such law or regulation or financial statements are currently being provided in 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 lawExchange Act filings of any NNC Company on the Effective Date). Each Original The security interests granted by each Lien Grantor pursuant to this Section 2 shall use all reasonable efforts to obtain any such required consent that is reasonably obtainableterminate in accordance with Section 20. (b) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (c) The Transaction Liens are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith. (d) If the Collateral is realized upon and the security interest in the Collateral is not sufficient to satisfy all Secured Obligations, each Lien Grantor acknowledges and agrees that, subject to the provisions of the PPSA, such Lien Grantor shall continue to be liable for any Secured Obligations remaining outstanding and Collateral Agent shall be entitled to pursue full payment thereof. (e) Each Lien Grantor and the Collateral Agent hereby acknowledge that value has been given, such Lien Grantor has rights in the Collateral or, with respect to any after acquired Collateral, will have rights in such Collateral when so acquired and this Agreement constitutes a security agreement as that term is defined in the PPSA.

Grant of Transaction Liens. (a) The BorrowerEach Lien Grantor, in order to secure the Secured Obligations, and each Lien Grantor listed on the signature pages hereof, in order to secure its Transaction Guarantee, grants to the Administrative Agent for the benefit of the Secured Parties a continuing security interest in all the following property of the Borrower or such Lien Grantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located:, subject to the exceptions set forth in Section 2(b) (collectively, the Collateral): (i) all AccountsInventory; (ii) all Chattel PaperReceivables; (iii) all Deposit AccountsContracts; (iv) all Documentsthe Inventory Concentration Account, the Sweep Account and the Cash Collateral Account; (vA) all Equipmentrights under the 2007 Securitization Facility including, without limitation, all amounts payable by or for the account of LyondellBasell Receivables to or for the account of any Lien Grantor in connection with the 2007 Securitization Facility, (B) all rights under the 2005 Securitization Facility including, without limitation, all amounts payable by or for the account of Basell Capital Corporation to or for the account of any Lien Grantor in connection with the 2005 Securitization Facility and (C) all rights under any other Securitization Facility including, without limitation, all amounts payable to or for the account of any Lien Grantor in connection with such Securitization Facility; (vi) all General Intangibles (including any Equity Interests in other Persons that do not constitute Investment Property)in, and all indebtedness owed to a Lien Grantor by, (i) LyondellBasell Receivables and (ii) Basell Capital Corporation; (vii) all Instruments; (viii) all Inventory; (ix) all Investment Property; (x) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining relating to any of its Collateral; Collateral listed in clauses (xii) such Original Lien Grantor’s ownership interest in through (1vi) its Collateral Accounts, (2) all Financial Assets credited to its Collateral Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Collateral Accounts from time to time and (4viii) all other money in the possession of the Agentthis Section; and (xiiviii) all Proceeds which are either Cash Proceeds or property of the type described in the foregoing clauses (i) through (v) of the Collateral described in the foregoing clauses (i) through (xivii); provided that . (b) The Collateral shall not include any Receivables effectively conveyed, sold, contributed or otherwise transferred under (i) the 2005 Securitization Facility or (ii) the 2007 Securitization Facility. (c) The Administrative Agent shall release (such release to be effected pursuant to the terms of Section 12 hereof) any security interest granted to it in the following property is excluded or rights (other than to the extent such property constitutes property described in Section 2(b) above): (i) all Transferred Receivables; (ii) all cash collections and other cash proceeds of such Transferred Receivables (including, without limitation, (x) all cash proceeds of items (iii) through (viii) below and (y) all cash collections and other cash proceeds deemed to have been received, and actually paid, pursuant to Section 2.03 of the 0000 XXX or Section 2.04 of the 2005 PCA); (iii) all security agreements, invoices or other Contracts that relate to any such Transferred Receivable; (iv) all goods (including returned goods (except as otherwise provided in the Intercreditor Agreement)), if any, relating to the sale which gave rise to any such Transferred Receivable; (v) all other security interests or liens and property subject thereto from time to time purporting to secure payment of any such Transferred Receivable, whether pursuant to the foregoing security interests: invoice or other Contract relating to such Transferred Receivable or otherwise, together with all financing statements signed or authenticated by an obligor in respect of any such Transferred Receivable describing any collateral securing any such Transferred Receivable, (vi) all lock boxes and accounts (other than the Inventory Concentration Account, the Sweep Account and the Cash Collateral Account) to which collections under item (ii) are sent and deposited, and all funds and investments therein; (vii) all supporting obligations, including all letter of credit rights, guaranties, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Transferred Receivables, whether pursuant to the invoice or other Contract relating to any such Transferred Receivable or otherwise; (viii) all invoices, Contracts and other documents, books, records and other information (including, without limitation, computer programs, tapes, disks, data processing software and related property and rights) relating to such Transferred Receivables and the obligors thereon; (ix) all Cash Proceeds of the items described in items (i) through (viii), together with all of such transferees rights, remedies, powers and privileges with respect to such Transferred Receivables (preceding items (i) through (viii), collectively, the Related Transferred Rights); and (x) rights of any Lien Grantor in respect of any General Intangible to the extent such General Intangible by its terms, by the terms of any related agreement with a Person other than an Affiliate of such Lien Grantor or by the terms of any applicable law under which it arises (A) motor vehicles validly prohibits the perfection of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction, (B) voting Equity Interests in any Foreign Subsidiary, to the extent (but only to the extent) required to prevent the Collateral from including more than 65% of all voting Equity Interests in such Foreign Subsidiary, (C) United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant creation of a security interest therein would impair by any Lien Grantor, (B) validly requires the validity or enforceability consent of such intent-to-use trademark applications under applicable federal law and (D) any property third party to the extent that the grant creation of a security interest therein is prohibited by any applicable law or regulation, requires a consent not obtained of any Governmental Authority pursuant (C) validly gives rise to any applicable law or regulation, or is prohibited by, or constitutes a breach right of termination or default under or results in remedy by reason of the termination creation 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 law or regulation 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. Each Original Lien Grantor shall use all reasonable efforts to obtain any such required consent that is reasonably obtainablea security interest therein. (bd) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in all right, title and interest of any Lien Grantor in and to (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (ce) With respect to all Inventory included in the Collateral from time to time, each Lien Grantor hereby grants to the Administrative Agent an irrevocable, fully paid, non-exclusive, transferable license to use any Intellectual Property which is embodied in, or the use of which is necessary or appropriate in order to realize the value of, such Inventory, except to the extent that such grant of such license would be validly prohibited by the terms of an agreement relating to such Intellectual Property between the Lien Grantor and an unaffiliated Person. (f) The Transaction Liens are granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.

Grant of Transaction Liens. (a) The Each Borrower, in order to secure the its Secured Obligations, and each Lien Grantor Guarantor listed on the signature pages hereof, in order to secure its Transaction Secured Guarantee, grants to the Administrative Agent for the benefit of the Secured Parties a continuing security interest in all the following property of the such Borrower or such Lien GrantorGuarantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) all Accounts; (ii) all Chattel Paper; (iii) all Deposit Accounts; (iv) all Documents; (v) all Equipment; (vi) all General Intangibles (including any Equity Interests in other Persons that do not constitute Investment Property); (vii) all Instruments; (viii) all Inventory; (ix) all Investment Property; (x) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining to any of its Collateral; (xi) such Original Lien Grantor’s 's ownership interest in (1) its Collateral Accounts, (2) all Financial Assets credited to its Collateral Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Collateral Accounts from time to time and (4) all other money in the possession of the Administrative Agent; and (xii) all Proceeds of the Collateral described in the foregoing clauses (i) through (xi); provided that the following property is excluded from the foregoing security interests: (A) motor vehicles the perfection of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction, (B) voting Equity Interests in any Foreign Excluded Subsidiary, to the extent (but only to the extent) required to prevent the Collateral from including more than 6566% of all voting Equity Interests in such Foreign Excluded Subsidiary, (C) United States intent-to-use trademark applications Equipment leased by any Lien Grantor under a lease that prohibits the granting of a Lien on such Equipment and any general intangibles or other rights arising under any contract, instrument, license or other document, in each such case if (but only to the extent that, and solely during the period in which, ) the grant of a security interest therein would impair the validity or enforceability constitute a violation of such intent-to-a valid and effective restriction in favor of a third party, unless and until all required consents shall have been obtained, (D) intent to use trademark applications under applicable federal law and (DE) electronic chattel paper created and stored by the Lien Grantors consisting of electronic contracts between motor vehicle dealers and motor vehicle purchasers (and the Lien Grantors hereby disclaim any property to the extent that the grant of a security right, title or interest therein is prohibited by any applicable law or regulation, requires a consent not obtained of any Governmental Authority pursuant to any applicable law or regulation, or 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 law or regulation 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 lawelectronic contracts). Each Original Lien Grantor shall use all reasonable efforts to obtain any such required consent that is requested by the Administrative Agent and reasonably obtainable. (b) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (c) The Transaction Liens are granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.

Grant of Transaction Liens. (a) The BorrowerIssuer, in order to secure the payment or performance of the Secured Obligations, and each Lien Grantor Guarantor listed on the signature pages hereof, in order to secure its Transaction Note Guarantee, grants to the Collateral Agent for the ratable benefit of the Secured Parties a continuing security interest in all the following property of the Borrower Issuer or such Lien GrantorGuarantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) all Accounts; (ii) all Chattel Paper; (iii) all cash and Deposit Accounts; (iv) all Documents; (v) all Equipment; (vi) all General Intangibles (including (x) any Equity Interests in other Persons that do not constitute Investment Property and (y) any Intellectual Property); (vii) all Instruments; (viii) all Inventory; (ix) all Investment Property; (x) the Commercial Tort Claims described in Schedule 3; (xi) all Letter-of-Credit Rights; (xii) all Goods not otherwise described above; (xiii) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining to any of its Collateral; (xixiv) such Original Lien Grantor’s ownership interest in (1) its Collateral Controlled Deposit Accounts, (2) all Financial Assets credited to its Collateral Controlled Deposit Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Collateral Controlled Deposit Accounts from time to time and (4) all other money in the possession of the Collateral Agent; and (xiixv) to the extent not otherwise included, all Proceeds of the Collateral described in the foregoing clauses (i‎(i) through (xixiv) (all of the above, the “Collateral”); provided that the following property is excluded from the foregoing security interests: (A) motor vehicles the perfection of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction, (B) voting Equity Interests in any Foreign Subsidiary, to the extent (but only to the extent) required to prevent the Collateral from including more than 65% of all voting Equity Interests in such Foreign Subsidiary, (C) United States “intent-to-use trademark applications use” Trademark application prior to the extent filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period period, if any, in which, the grant of a security interest therein would impair impact the validity or enforceability of such intent-to-use trademark applications application under applicable federal law and law, (C) any permit or license or any contractual obligation entered into by a Grantor that prohibits or requires the consent of any Person other than the Issuer or any of its subsidiaries as a condition to the creation by such Grantor of a Lien on any right, title or interest in such permit, license or contractual agreement, except to the extent such prohibition or consent requirement is ineffective under applicable law, (D) any property to the extent that the grant of a security interest therein is prohibited by any applicable law or regulation, requires a consent not obtained of any Governmental Authority governmental authority pursuant to any applicable law or regulation, or 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 law or regulation 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 lawlaw and (E) those assets as to which the Collateral Agent and the Issuer shall reasonably determine, in writing, that the cost or other consequence of obtaining a lien thereon or perfection thereof are excessive in relation to the benefit to the Secured Parties of the security to be afforded thereby. Each Original Lien Grantor shall upon request of the Collateral Agent use all reasonable efforts to obtain any such required consent that is reasonably obtainable. Notwithstanding anything herein to the contrary, the parties acknowledge and agree that the “Collateral” of any Israeli Grantor shall only include Intellectual Property registered in the United States of America; provided that in respect of any such Collateral constituting IIA-Funded Know-How, the creation of any security interest over such Collateral and any enforcement thereof shall be (x) subject to the IIA Restrictions (including the Research Law and the IIA Approval) and (y) separately governed by the laws of the State of Israel and subject to the exclusive jurisdiction of the Israeli courts. Notwithstanding anything contained herein or in any other Note Document to the contrary, in no event shall the Collateral Agent be deemed to have been granted a security interest in, nor shall the Collateral Agent have any obligations with respect to or liability in connection with, any Collateral constituting IIA-Funded Know-How Collateral. In furtherance of, and without limiting the generality of the foregoing, in no event shall the Collateral Agent have any obligations with respect to, or liability for, any Collateral governed by the laws of the State of Israel and/or located (and in the case of any Intellectual Property constituting Collateral, registered) in the State of Israel. (b) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (c) The Transaction Liens are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.

Grant of Transaction Liens. (a) The Borrower, in order to secure the Secured Obligations, and each Lien Grantor Guarantor listed on the signature pages hereof, in order to secure its Transaction Secured Guarantee, grants to the Collateral Agent for the benefit of the Secured Parties a continuing security interest in all the following property of the Borrower or such Lien GrantorGuarantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located:, subject to the exceptions set forth in Section 3(b): (i) all Accounts; (ii) all Chattel Paper; (iii) all Deposit Accounts; (iv) all Documents; (v) all Equipment; (vi) all General Intangibles (including any Equity Interests in other Persons that do not constitute Investment Property and any Intellectual Property); (vii) all Instruments; (viii) all Inventory; (ix) all Investment Property; (x) all Letter-of-Credit Rights; (xi) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining to any of its Collateral; (xixii) such Original Lien Grantor’s 's ownership interest in (1) its Collateral Accounts, (2) all Financial Assets credited to its Collateral Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Collateral Accounts from time to time and (4) all other money in the possession of the Collateral Agent; and (xiixiii) all Proceeds of the Collateral described in the foregoing clauses (i) through (xixii); provided that . (b) The Collateral shall not include: (i) any Equity Interest in or any Debt issued by any Domestic Subsidiary or any Restricted Subsidiary (as defined in the following property is excluded from the foregoing security interests: Indenture); (Aii) any Operating Property; (iii) motor vehicles the perfection of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction, ; (Biv) voting Equity Interests in any Foreign Subsidiary, to the extent (but only to the extent) required to prevent the Collateral from including more than 6566% of all voting Equity Interests in such Foreign Subsidiary; (v) any assets subject to a Permitted Lien, if and for so long as the document granting or governing such Permitted Lien validly prohibits the granting of another Lien on such assets; (Cvi) United States intent-to-use trademark applications to Equipment leased by a Lien Grantor under a lease, if and for so long as such lease validly prohibits the extent that, and solely during the period in which, the grant granting of a security interest therein would impair the validity or enforceability of Lien on such intent-to-use trademark applications under applicable federal law and Equipment; (Dvii) any property general intangibles or other rights arising under any contract, instrument, license or other document if (but only to the extent that and only for so long as) the grant of a security interest therein is validly prohibited or validly made subject to the consent of a third party by any applicable law the terms of such general intangible or regulation, requires a consent not obtained of any Governmental Authority pursuant to any applicable law or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any other contract, licenseinstrument, agreement, instrument license 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 law or regulation or the term in such contract, license, agreement, instrument or other document or shareholder or similar a related agreement providing for such prohibitionamong the same parties, breach, default or termination or requiring such consent is ineffective under applicable law. Each Original Lien Grantor unless and until all required consents shall use all reasonable efforts have been obtained; and (viii) Deposit Accounts and Investment Property pledged to obtain any such required consent that is reasonably obtainablesecure obligations other than Secured Obligations as contemplated by Section 6.02(f) of the Credit Agreement. (bc) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (cd) The Transaction Liens are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith. (e) The execution and delivery of this Amended and Restated Guarantee and Security Agreement does not in any way detract from, postpone or impair the grant of security interests pursuant to the Existing Security Agreement. (f) The parties do not intend to grant a security interest in the Collateral that would require under the Indenture an equal and ratable security interest in the Collateral for the benefit of the securities outstanding under the Indenture.

Grant of Transaction Liens. (a) The BorrowerCompany, in order to secure the Secured Obligations, and each Lien Grantor Subsidiary Guarantor listed on the signature pages hereof, in order to secure its Transaction Secured Guarantee, grants to the Agent for the benefit of the Secured Parties a continuing security interest in all right, title and interest of the Company or such Subsidiary Guarantor, as the case may be, in, to and under the following property of the Borrower Company or such Lien GrantorSubsidiary Guarantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) all Accounts; (ii) all Chattel Paper; (iii) the Commercial Tort Claims described in Schedule 4; (iv) all Deposit Accounts; (ivv) all Documents; (vvi) all Equipment; (vivii) all General Intangibles (including any Equity Interests in other Persons that do not constitute Investment Property); (viiviii) all Instruments; (viiiix) all Inventory; (ixx) all Investment Property; (xxi) all Letter-of-Credit Rights; (xii) all Intellectual Property; (xiii) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining to any of its Collateral; (xixiv) such Original Lien Grantor’s ownership interest in (1) its Collateral Accounts, (2) all Financial Assets credited to its Collateral Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Collateral Accounts from time to time and (4) all other money in the possession of the Agent; and (xiixv) all Supporting Obligations and Proceeds of the Collateral described in the foregoing clauses (i) through (xixiv); provided that the following property is excluded from the foregoing security interests: interests (“Excluded Property”): (A) motor vehicles the perfection of a security interest in which is excluded from the Uniform Commercial Code UCC in the relevant jurisdiction, (B) voting Equity Interests in any first-tier Foreign Subsidiary, to the extent (but only to the extent) required to prevent the Collateral from including more than 65% of all voting Equity Interests in such first-tier Foreign Subsidiary, (C) United States Capital Stock of any Foreign Subsidiary that is not a first-tier Foreign Subsidiary, (D) Equipment leased by an Original Lien Grantor under a lease that prohibits the granting of a Lien on such Equipment, (E) cash and Cash Equivalents maintained in any trust or payroll account, so long as such account are maintained as a trust or payroll account respectively, (F) Cash and Cash Equivalents maintained in any account of any Lien Grantor that is an investment adviser registered under the Investment Advisers Act of 1940 so long as (x) such account is maintained to satisfy qualified professional asset manager requirements under ERISA and (y) the aggregate amount of cash and Cash Equivalents in all such accounts does not exceed $2,000,000 at any time, (G) cash and Cash Equivalents maintained in any account of any Lien Grantor that is a broker-dealer registered under the Exchange Act and a member of FINRA so long as (x) such account is maintained to satisfy minimum net regulatory capital requirements imposed by FINRA regulations pursuant to the Exchange Act and (y) the aggregate amount of cash and Cash Equivalents in all such accounts does not exceed $10,000,000 at any time, (H) intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or and enforceability of such intent-to-intent to use trademark applications under applicable United States federal law and law, (DI) any property contract, permit, lease, license or other agreement to the extent that the grant of a security interest therein is prohibited by any would violate applicable law or regulation, requires a consent not obtained of any Governmental Authority pursuant to any applicable law or regulationlaw, or is prohibited by, or constitutes a breach or default under or results in violate the termination terms of or requires any consent not obtained under, any such contract, licensepermit, agreementlease, instrument license or other document evidencing or agreement (in each case, after giving rise effect to such property orapplicable provisions of the UCC), in the case of (J) any Investment Property, any applicable shareholder or similar agreement, except leasehold improvements to the extent that the grant of a security interest therein would violate the related lease, (K) assets located outside the United States to the extent a Lien on such law assets cannot be perfected by the filing of UCC financing statements (or regulation Personal Property Security Act (PPSA) statements), (L) assets subject to a purchase money lien, capitalized lease obligation or similar arrangement, in each case as permitted by the Senior Secured Notes Indenture and the Credit Agreement, to the extent that the contract or other agreement in which such Lien is granted (or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement documentation providing for such prohibitioncapitalized lease obligation or similar arrangement) prohibits such assets from being Collateral and only for so long as such Lien remains outstanding, breach(M) any real property or real property interests (including leasehold interests) other than Material Real Property, default (N) subject to Section 3(e) below, Margin Stock and (O) proceeds and products of any and all of the foregoing excluded assets described in clauses (A) through (N) above only to the extent such proceeds and products would constitute property or termination or requiring such consent is ineffective under applicable lawassets of the type described in clauses (A) through (N) above. Each Original Lien Grantor shall use all commercially reasonable efforts to obtain any such required consent that is reasonably obtainableobtainable and required for any property described in clause (D), (I), (J) or (L) above to cease to constitute Excluded Property. Notwithstanding the foregoing, (i) property in which a security interest is granted pursuant to Section 5(g) shall not constitute Excluded Property for so long as the Other First Lien Obligations are secured by such property and (ii) all assets of Insurance Subsidiaries (including cash and Cash Equivalents temporarily held by Lien Grantors on behalf of, and for the benefit of, Insurance Subsidiaries) shall be Excluded Property. (b) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (c) The Transaction Liens are granted as security only and shall not subject the Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith. (d) If the governmental body or official having jurisdiction over any Regulated Subsidiary determines that the pledge of the shares of capital stock of such Regulated Subsidiary hereunder constitutes the acquisition of or a change of control with respect to such Regulated Subsidiary as to which the prior approval of such governmental body or official was required, then, immediately upon the relevant Lien Grantor’s (1) written memorialization of oral notice or (2) receipt of written notice from such governmental body or official of such determination and without any action on the part of the Agent or any other Person, such pledge shall be rendered void ab initio and of no effect. Upon any such occurrence, (i) the Agent shall, at such Lien Grantor’s written request and expense, return all certificates representing such capital stock to such Lien Grantor and execute and deliver such documents as such Lien Grantor shall reasonably request to evidence such Lien Grantor’s retention of all rights in such capital stock and (ii) such Lien Grantor shall, if requested by the Agent or the Required Lenders, promptly submit a request to the relevant governmental body or official for approval of the pledge of such shares to the Agent hereunder and, upon receipt of such approval, shall forthwith deliver to the Agent certificates representing all the outstanding shares of capital stock of such Regulated Subsidiary (subject to the limitation in Section 11(m) if such Regulated Subsidiary is a Foreign Subsidiary) to be held as Collateral hereunder. (e) Margin Stock shall not constitute Excluded Property to the extent the Agent or the Required Lenders give written notice to the Company that such Margin Stock shall not constitute Excluded Property.

Grant of Transaction Liens. (a) The Borrower, in order to secure the Secured Obligations, and each Each Lien Grantor listed on the signature pages hereof, in order to secure its Transaction Guarantee, grants hereby collaterally assigns and pledges to the Agent Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, as security for the payment or performance in full of the Obligations of such Grantor under the Noteholder Documents (the “Secured Obligations”), a continuing security interest (the “Security Interest”) in all right, title and interest of such Lien Grantor in, to and under any and all of the following property of the Borrower or such Lien Grantor, as the case may be, whether assets and properties now owned or existing or at any time hereafter acquired by such Grantor or arising and regardless of where located:in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”): (i) all Deposit Accounts; (ii) all Chattel PaperPledged Equity Interests; (iii) all Deposit AccountsInvestment Property other than Evergreen Operations Equity Interests in Buckeye, Landrica, KFx Plant and KFx Operations; (iv) all Documents; (v) all Equipment; (vi) all General Intangibles (including any Equity Interests in other Persons that do not constitute Investment Property); (vii) all Instruments; (viii) all Inventory; (ix) all Investment Property; (x) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining to any of its Collateral; (xi) such Original Lien Grantor’s ownership interest in (1) its Collateral Accounts, (2) all Financial Assets credited to its Collateral Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Collateral Accounts from time to time and (4) all other money in the possession of the Collateral Agent; and (xiiv) all Proceeds of the Collateral described in the foregoing clauses (i) through (xiiv); provided that the following property is excluded from the foregoing security interests: (A) motor vehicles the perfection of a security interest any Deposit Account or Securities Account created in which is excluded from the Uniform Commercial Code connection with one or more Projects (as defined in the relevant jurisdiction, Indenture) and (B) voting Equity Interests any Deposit Account or Securities Account holding cash that has been posted, segregated or otherwise set aside in any Foreign Subsidiaryconnection with certain regulatory and contractual obligations, to the extent including environmental remediation (but only to the extentclauses (A) required to prevent the Collateral from including more than 65% of all voting Equity Interests in such Foreign Subsidiary, and (CB) United States intent-to-use trademark applications to the extent that, and solely during the period in whichcollectively, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law and (D“Excluded Accounts”) any property to the extent that the grant of a security interest therein is prohibited by any applicable law or regulation, requires a consent not obtained of any Governmental Authority pursuant to any applicable law or regulation, or 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 law or regulation 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. Each Original Lien Grantor shall use all reasonable efforts to obtain any such required consent that is reasonably obtainable. (b) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (c) The Transaction Liens are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor the Issuer with respect to any of the Collateral or any transaction in connection therewith.

Grant of Transaction Liens. (a) The Borrower, in order to secure the Secured Obligations, and each Lien Grantor Guarantor listed on the signature pages hereof, in order to secure its Transaction Secured Guarantee, grants to the Collateral Agent for the benefit of the Secured Parties a continuing security interest in all the following property of the Borrower or such Lien GrantorGuarantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) all Accounts; (ii) all Chattel Paper; (iii) all Deposit Accounts; (iv) all Documents; (v) all Equipment; (vi) all General Intangibles (including any Equity Interests in other Persons that do not constitute Investment Property); (vii) all Instruments; (viii) all Inventory; (ix) all Investment Property; (x) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining to any of its Collateral; (xi) such Original Lien Grantor’s ownership interest in (1) its Collateral Accounts, (2) all Financial Assets credited to its Collateral Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Collateral Accounts from time to time and (4) all other money in the possession of the Collateral Agent; and (xii) all Proceeds of the Collateral described in the foregoing clauses (i) through (xi); provided that the following property is excluded from the foregoing security interests: (A) motor vehicles the perfection of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction, (B) voting Equity Interests in any Foreign Subsidiary, to the extent (but only to the extent) required to prevent the Collateral from including more than 6566% of all voting Equity Interests in such Foreign Subsidiary, (C) United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law law, and (D) any property to the extent that the grant of a security interest therein is prohibited by any applicable law or regulation, requires a consent not obtained of any Governmental Authority pursuant to any applicable law or regulation, or 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 law or regulation 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. Each Original Lien Grantor shall use all reasonable efforts to obtain any such required consent that is reasonably obtainable. (b) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (c) The Transaction Liens are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.

Grant of Transaction Liens. (a) The Borrower, in order to secure the Secured Obligations, and each Lien Grantor listed on the signature pages hereofGuarantor, in order to secure its Transaction Guarantee, grants to the Collateral Agent for the benefit of the Secured Parties and confirms its prior grant for the benefit of the Secured Parties of, a continuing security interest in all the following property of the Borrower or such Lien GrantorGuarantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) all Accounts; (ii) all Chattel Paper; (iii) all cash and Deposit Accounts; (iv) all Documents; (v) all EquipmentEquipment (including, without limitation, all machinery, tractors, trailers, rolling stock and vehicles now owned or hereafter acquired by such Grantor and any and all additions, substitutions and replacements of any of the foregoing, wherever located, together with all attachments, components, parts, equipment and accessories installed thereon or affixed thereto); (vi) all General Intangibles (including (x) any Equity Interests in other Persons that do not constitute Investment Property and (y) any Intellectual Property); (vii) all Instruments; (viii) all Inventory; (ix) all Investment Property; (x) the Commercial Tort Claims described in Schedule 3; (xi) Letter-of-Credit Rights; (xii) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining to any of its Collateral; (xi) such Original Lien Grantor’s ownership interest in (1) its Collateral Accounts, (2) all Financial Assets credited to its Collateral Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Collateral Accounts from time to time and (4xiii) all other money Goods (including but not limited to Fixtures) and personal property of such Grantor, whether tangible or intangible; (xiv) all computer records and Software, whether relating to the foregoing Collateral or otherwise, but in the possession case of such Software, subject to the Agentrights of any non-affiliated licensee of software and any cash collateral, deposit account or investment account established or maintained hereunder; (xv) all Supporting Obligations; and (xiixvi) all Proceeds of the Collateral described in the foregoing clauses (i) through (xixv); provided that the following property is Excluded Assets shall be excluded from the foregoing security interests: (A) motor vehicles the perfection . Each Grantor shall, upon request of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction, (B) voting Equity Interests in any Foreign Subsidiary, to the extent (but only to the extent) required to prevent the Collateral from including more than 65% of all voting Equity Interests in such Foreign SubsidiaryAgent, (C) United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law and (D) any property to the extent that the grant of a security interest therein is prohibited by any applicable law or regulation, requires a consent not obtained of any Governmental Authority pursuant to any applicable law or regulation, or 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 law or regulation 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. Each Original Lien Grantor shall use all reasonable efforts to obtain any such required consent that is reasonably obtainable. (b) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (c) The Transaction Liens are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith. Nothing set forth in this Agreement or any other Loan Document, nor the exercise by the Collateral Agent of any of the rights or remedies hereunder, shall relieve any Grantor from the performance of any term, covenant, condition or agreement on such Grantor’s part to be performed or observed under or in respect of any of the Collateral or from any liability to any person under or in respect of any of the Collateral or shall impose any obligation on the Collateral Agent or any other Secured Party to perform or observe any such term, covenant, condition or agreement on such Grantor’s part to be so performed or observed or shall impose any liability on the Collateral Agent or any other Secured Party for any act or omission on the part of such Grantor relating thereto or for any breach of any representation or warranty on the part of such Grantor contained in this Agreement, the Credit Agreement or the other Loan Documents, or under or in respect of the Collateral or made in connection herewith or therewith. Neither the Collateral Agent nor any other Secured Party shall have any obligation or liability under any contracts, agreements and other documents included in the Collateral by reason of this Agreement, nor shall the Collateral Agent or any other Secured Party be obligated to perform any of the obligations or duties of any Grantor thereunder or to take any action to collect or enforce any such contract, agreement or other document included in the Collateral hereunder.

Grant of Transaction Liens. (a) The BorrowerEach Lien Grantor, in order to secure the Secured Obligations, and each Lien Grantor listed on the signature pages hereof, in order to secure its Transaction Guarantee, grants to the Collateral Agent for the benefit of the Secured Parties a continuing security interest in all the following personal property of the Borrower or such Lien Grantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) all Accounts; (ii) all Chattel Paper; (iii) all Deposit AccountsAccounts and all money contained therein; (iv) all Documents; (v) all Equipment; (vi) all Goods; (vii) all General Intangibles (including any Equity Interests in other Persons that do not constitute Investment Property); (viiviii) all Instruments; (viiiix) all Inventory; (ixx) all Investment Property; (xxi) all Letter-of-Credit Rights; (xii) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining to any of its Collateral; (xixiii) such Original Lien Grantor’s ownership interest in (1) its Collateral Accounts, (2) all Financial Assets credited to its Collateral Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Collateral Accounts from time to time and (4) all other money in the possession of the Collateral Agent; and (xiixiv) all Proceeds of the Collateral described in the foregoing clauses (i3(a)(i) through (xi3(a)(xiii); provided that that, with respect to the security interests granted by each Lien Grantor, the following property is shall be excluded from the foregoing security interests: (A) motor vehicles rights of any Lien Grantor under a lease, general intangible or other rights arising under any contract, instrument, license or other document if (but only to the perfection extent that) the grant of a security interest Transaction Lien therein would (i) violate any law applicable to such Lien Grantor, or (ii) violate any restriction that is enforceable under applicable law in which is excluded from favor of any Person (other than any NNC Company), or result in an enforceable right in any Person (other than any NNC Company) to declare a default or an enforceable right to terminate or annul such lease, general intangible or other right but only for so long as any of the Uniform Commercial Code foregoing circumstances described in this clause (A) exists with respect to any such property (including after the relevant jurisdictionapplication of Sections 9-406(d), 9-407(a), 9-408(a) and 9-409 of the UCC), (B) voting (i) the Equity Interests and debt of NGSH, any direct or indirect Subsidiary of NGSH and, for so long as it is a tax exempt organization under Sec. 501(3) of the Internal Revenue Code, Nortel LearnIT, a Virginia non-stock corporation and (ii) any Equity Interests in or any debt of any Person, in each case, to the extent and only for so long as the grant of the Transaction Liens therein would constitute a violation of any provision of any shareholder agreement or other agreement with respect to such Equity Interests or debt among such Lien Grantors and any other holders of Equity Interests or debt of such Person (other than any NNC Company), (C) any assets of such Lien Grantor that constitute Transferred Receivables and Related Transferred Rights on the date on which such Lien Grantor becomes a party to this Agreement, (D) any asset of such Lien Grantor for so long as such asset is subject to a Purchase Money Mortgage that purports to prohibit a grant of the Transaction Liens thereon, (E) any Equity Interests in any Foreign Person organized under the laws of any jurisdiction outside of the United States or Canada, (F) any Equity Interests in any Canadian Subsidiary, to the extent (but only to the extent) required to prevent the Collateral from including more than 6566% of all voting Equity Interests in such Foreign Subsidiary, (CG) United States intent-to-use trademark applications to the extent that, and solely during the period any Equity Interests in which, any Person the grant of a security interest therein Transaction Lien on which would impair require the validity or enforceability inclusion of separate financial statements of such intent-to-use trademark applications under applicable federal law and (D) any property to Person in the extent that the grant of a security interest therein is prohibited filings by any applicable law or regulationNNC Company under the Securities Exchange Act of 1934, requires a consent not obtained of any Governmental Authority pursuant to any applicable law or regulation, or is prohibited by, or constitutes a breach or default under or results in as amended (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, “Exchange Act”) (except to the extent such financial statements are currently being provided in the Exchange Act filings of any NNC Company on the Effective Date, (H) NNI’s securities account numbered 10-877864 with HSBC Bank USA National Association or an affiliate thereof and the Investment Property contained therein, (I) Deposit Accounts for which the relevant Depositary Bank’s jurisdiction is in Canada, (J) Securities Accounts for which the relevant Securities Intermediary’s jurisdiction is in Canada, and (K) any asset of NNI, other than any Covered Canadian Assets, for which the conflict of laws rules applicable in Canada or any province or territory thereof (a “Canadian Jurisdiction”) provide that such law (i) the validity, perfection or regulation effect of perfection of the security interest purported to be created hereby would be governed by the laws of a Canadian Jurisdiction (provided that this clause (i) shall not apply as result of any change in the conflict of laws rules applicable to a Canadian Jurisdiction which (X) becomes effective after the Effective Date and (Y) provides that the validity, perfection or effect of perfection of the term security interest purported to be created hereby in such contractGoods, license, agreement, instrument Inventory or other document Equipment located in the United States of America would be governed by the laws of a Canadian Jurisdiction) or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent (ii) the situs of the asset is ineffective under applicable lawa Canadian Jurisdiction. Each Original The security interests granted by each Lien Grantor pursuant to this Section 2 shall use all reasonable efforts to obtain any such required consent that is reasonably obtainableterminate in accordance with Section 19. (b) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (c) The Transaction Liens are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.

Grant of Transaction Liens. (a) The BorrowerCompany, in order to secure the Secured Obligations, and each Lien Domestic Grantor listed on the signature pages hereof, in order to secure its Transaction Secured Guarantee, grants to the Collateral Agent for the benefit of the Secured Parties Parties, a continuing security interest in all the following property Property of the Borrower Company or such Lien Original Grantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) all AccountsWestern Hemisphere Receivables; (ii) all Chattel Paper; (iii) all Deposit Accounts; (iv) all Documents; (v) all Equipment; (vi) all General Intangibles (including any Equity Interests in other Persons that do not constitute Investment Property); (vii) all Instruments; (viii) all Inventory; (ix) all Investment Property; (x) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining to any of its Collateral; (xiiii) such Original Lien Grantor’s 's ownership interest in (1) its Collateral Accounts, (2) all Financial Assets credited to its Collateral Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Collateral Accounts from time to time and (43) all other money in the possession of the Collateral Agent; and (xiiiv) all Proceeds of the Collateral described in the foregoing clauses (i) through (xiiii); provided that the following property Property is excluded from the foregoing security interests: (A) motor vehicles the perfection of a security interest any rights arising under any contract, instrument, or other document, in which is excluded from the Uniform Commercial Code in the relevant jurisdiction, (B) voting Equity Interests in any Foreign Subsidiary, to the extent each such case if (but only to the extent) required to prevent the Collateral from including more than 65% of all voting Equity Interests in such Foreign Subsidiary, (C) United States intent-to-use trademark applications to the extent that, and solely during the period in which, ) the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law and (D) any property to the extent that the grant constitute a material violation of a security interest therein is prohibited by any applicable law or regulationvalid and effective restriction in favor of a third party, requires a consent not obtained of any Governmental Authority pursuant to any applicable law or regulation, or 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 law or regulation 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. Each Original Lien Grantor unless and until all required consents shall use all reasonable efforts to obtain any such required consent that is reasonably obtainablehave been obtained. (b) Hydro Marine Services, in order to secure its Secured Guarantee, grants to the Collateral Agent for the benefit of the Secured Parties, a continuing security interest in the CMM Note and all Proceeds thereof, whether now owned or existing or hereafter acquired or arising and regardless of where located. (c) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (cd) The Transaction Liens are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.

Grant of Transaction Liens. (a) The BorrowerCompany, in order to secure the its Secured ObligationsObligations and its Secured Guarantee, and each Lien Grantor Subsidiary Guarantor listed on the signature pages hereof, in order to secure its Transaction Secured Guarantee, grants to the Collateral Agent for the benefit of the Secured Parties a continuing security interest in all the following property of the Borrower Company or such Lien GrantorSubsidiary Guarantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) all Accounts; (ii) all Chattel Paper; (iii) all Deposit Accounts; (iv) all Documents; (v) all Equipment; (vi) all General Intangibles (including any Equity Interests in other Persons that do not constitute Investment Property); (vii) all InstrumentsInstruments (including all Intercompany Notes); (viii) all Inventory; (ix) all Investment Property; (x) all Letter-of-Credit Rights; (xi) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining to any of its Collateral; (xixii) such Original Lien Grantor’s 's ownership interest in (1) its Collateral Accounts, (2) all Financial Assets credited to its Collateral Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Collateral Accounts from time to time and (4) all other money in the possession of the Collateral Agent; and (xiixiii) all Proceeds of the Collateral described in the foregoing clauses (i) through (xixii); provided PROVIDED that the following property is excluded from the foregoing security interests: (A) motor vehicles the perfection of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction, (B) voting Equity Interests in any Foreign Subsidiary, to the extent (but only to the extent) required to prevent the Collateral from including more than 65% of all voting Equity Interests in such Foreign Subsidiary, (C) United States intent-to-use trademark applications any shares of stock in or indebtedness of any Restricted Subsidiary (as such terms are used in the Indenture, to the extent that the Indenture or any New Indenture containing a restriction on "Secured Debt" on the same terms as the Indenture is effective), (D) any Principal Property (as defined in the Indenture, to the extent that the Indenture or any New Indenture containing a restriction on "Secured Debt" on the same terms as the Indenture is effective), (E) any Fixture and (F) any general intangibles or other rights arising under any contract, instrument, license or other document or under any law, regulation, permit, order or decree of any government authority if (but only to the extent that, and solely during the period in which, ) the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law and (D) any property to the extent that the grant constitute a material violation of a security interest therein is prohibited by any applicable law or regulationvalid and enforceable restriction in favor of a third party, requires a consent not obtained of any Governmental Authority pursuant to any applicable law or regulation, or 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 law or regulation 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 lawunless and until all required consents shall have been obtained. Each Original Lien Grantor shall shall, if requested to do so by the Collateral Agent, use all commercially reasonable efforts to obtain any such required consent that is reasonably obtainableobtainable with respect to Collateral which the Collateral Agent reasonably determines to be material. (b) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (c) The Transaction Liens are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.

Grant of Transaction Liens. (a) The Borrower, in In order to secure the Secured Obligations, the Borrower and each other Lien Grantor listed on the signature pages hereof, in order to secure its Transaction Guarantee, grants to the Collateral Agent for the benefit of the Secured Parties a continuing security interest in all the following property of the Borrower or such Lien Grantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) all Accounts; (ii) all Chattel Paper; (iii) all Deposit Accountsthe Commercial Tort Claims described in Schedule 3; (iv) all Documents; (v) all Equipment; (vi) all General Intangibles (including (x) any Equity Interests in other Persons persons that do not constitute Investment Property and (y) any Intellectual Property); (vii) all Instruments; (viii) all Inventory; (ix) all Investment Property; (x) all Goods and Fixtures; (xi) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining to any of its Collateral; (xixii) such Original Lien Grantor’s ownership interest in (1) its Collateral Accounts, (2) all Financial Assets credited to its Collateral Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Collateral Accounts from time to time and (4) all other money Money and cash in the possession of the Collateral Agent; and (xiixiii) all Proceeds of the Collateral described in the foregoing clauses (i) through (xixii); provided that the following property is excluded from the foregoing security interests: (A) motor vehicles or other assets subject to certificates of title, (B) letter of credit rights (except to the extent constituting Supporting Obligations for other Collateral as to which perfection of the security interest in such other Collateral and the Supporting Obligations is accomplished solely by the filing of a UCC financing statement), (C) leasehold real property interests, (D) all real property interest owned in fee with a fair market value of less than $5,000,000 to the extent a security interest in which is excluded from perfected by the Uniform Commercial Code in the relevant jurisdictionfiling of a mortgage, deed or similar instrument, (BE) voting Equity Interests in any Foreign Subsidiary, Excluded Subsidiary to the extent (but only to the extent) required to prevent the Collateral from including more than 65% of all voting Equity Interests in such Foreign Excluded Subsidiary, (CF) any asset with respect to which the Collateral Agent and the Borrower agree in writing that the cost, burden or other consequences (including adverse tax consequences) of providing or perfecting a security interest is excessive in relation to the practical benefit afforded thereby to the Secured Parties, (G) Margin Stock, (H) any trademark or service xxxx consisting of an “intent to use” application, (I) assets located outside the continental United States intent-to-use trademark applications or the pledge of which would require registration or other action outside the continental United States and (J) any asset if (but only to the extent that, that and solely during until) the period in which, the grant granting of a security interest therein in such asset would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law and (Dx) any property to the extent that the grant of a security interest therein is be prohibited by any applicable law or regulation(other than Proceeds and receivables thereof, requires a consent not obtained the assignment of which is expressly deemed effective under the UCC notwithstanding such prohibition), (y) trigger termination of any Governmental Authority agreement, document or instrument pursuant to any applicable law or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination “change 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 control” or similar agreement, provision (except to the extent that such law termination is overridden by the UCC) but the Collateral shall include Proceeds thereof (other than to the extent such Proceeds are subject to the exclusions from the Collateral described in this paragraph) or regulation or the term in such (z) be prohibited by contract, license, agreement, instrument including any shareholders’ or other document or shareholder or similar joint venture agreement providing for (except to the extent such prohibition, breach, default or termination or requiring prohibition is overridden by the UCC) so long as such consent prohibition is ineffective not prohibited under applicable law. Each Original Lien Grantor shall use all reasonable efforts to obtain any such required consent that is reasonably obtainablethe Credit Agreement. (b) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (c) The Transaction Liens are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.

Grant of Transaction Liens. (a) The Borrower, in In order to secure the Secured Obligations, and each Lien the Grantor listed on the signature pages hereof, in order to secure its Transaction Guarantee, grants to the Agent Collateral Trustee for the benefit of the Secured Parties a continuing security interest in all the following property of the Borrower or such Lien Grantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located:located (the “New Collateral”): (i) all Accounts; (ii) all Chattel Paper; (iii) all Deposit Accounts; (iv) all Documents; (v) all Equipment; (vi) all General Intangibles (including (x) any Equity Interests in other Persons that do not constitute Investment Property and (y) any Intellectual Property); (vii) all Instruments; (viii) all Inventory; (ix) all Investment Property; (x) the Commercial Tort Claims described in Schedule 1 hereto (or any restatement thereof or supplement thereto provided by the Grantor); (xi) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining to any of its Collateral; (xi) such Original Lien Grantor’s ownership interest in (1) its Collateral Accounts, (2) all Financial Assets credited to its Collateral Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Collateral Accounts from time to time and (4) all other money in the possession of the Agent; and (xii) all Proceeds of the New Collateral described in the foregoing clauses (i) through (xi); provided that the following property is excluded from the foregoing security interests: (A) motor vehicles the perfection of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction, (B) voting Equity Interests in any Foreign Subsidiary, to the extent (but only to the extent) required to prevent the Collateral from including more than 65% of all voting Equity Interests in such Foreign Subsidiary, (C) Letter-of-Credit Rights (other than those that constitute Supporting Obligations in respect of other Collateral), (E) the Excluded Accounts, (F) any (i) Copyright or Copyright License registered with the United States intent-to-use trademark applications to Copyright Office or any similar office or agency of the extent thatUnited States, any State thereof or any other county or political subdivision thereof, (ii) all renewals of any of the foregoing, (iii) all claims for, and solely during rights to xxx for, past or future infringements of any of the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law foregoing and (Div) all income, royalties, damages and payments now or hereafter due or payable with respect to any of the foregoing, including damages and payments for past or future infringements thereof, (G) any property to the extent that the grant of a security interest therein (x) is prohibited by any or requires approval under the applicable law law, regulation or regulation, requires a consent not obtained rule including those of any Governmental Authority pursuant to any applicable law or regulationself-regulatory organizations, or (y) is prohibited byby a contractual arrangement existing on the Closing Date or any contractual arrangement entered into after the Closing Date and approved by the Requisite Secured Parties and (H) any property subject to a Permitted Lien, the agreements or constitutes documents in respect of which prohibit the granting of a breach or default under or results Lien 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 to secure the case of any Investment Property, any applicable shareholder or similar agreement, except to the extent that such law or regulation 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. Each Original Lien Grantor shall use all reasonable efforts to obtain any such required consent that is reasonably obtainableSecured Obligations. (b) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (c) The foregoing Transaction Liens are granted as security only and shall not subject the Agent Collateral Trustee or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien the Grantor with respect to any of the New Collateral or any transaction in connection therewith.

Grant of Transaction Liens. (a) The Borrower, in order to secure the Secured ObligationsObligations (including the Secured Guarantee thereof), and each Lien Grantor Guarantor listed on the signature pages hereof, in order to secure its Transaction Secured Guarantee, grants to the Administrative Agent for the benefit of the Secured Parties a continuing security interest in all the following property of the Borrower or such Lien GrantorGuarantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) all Accounts; (ii) all Chattel Paper; (iii) all cash and Deposit Accounts; (iv) all Documents; (v) all Equipment; (vi) all General Intangibles (including any Equity Interests in other Persons that do not constitute Investment Property); (vii) all InstrumentsIntellectual Property; (viii) all Instruments; (ix) all Inventory; (ixx) all Investment Property; (xxi) the Commercial Tort Claims described in Schedule 4; (xii) all Letter-of-Credit Rights; (xiii) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining to any of its Collateral; (xixiv) such Original Lien Grantor’s ownership interest in (1) its Collateral Accounts, (2) all Financial Assets credited to its Collateral Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Collateral Accounts from time to time and (4) all other money in the possession of the Administrative Agent; and (xiixv) all Proceeds of the Collateral described in the foregoing clauses (i) through (xixiii); provided that the following property is excluded from the foregoing security interests: (Ai) any fee-owned real property with a fair market value of less than $20,000,000 and all leasehold interests in real property; (ii) motor vehicles vehicles, aircrafts and other assets subject to certificates of title (except to the extent perfection can be accomplished through the filing of UCC-1 financing statements); (iii) Letter-of-Credit Rights with a value of less than $2,000,000 (except to the extent perfection can be accomplished through the filing of UCC-1 financing statements) and Commercial Tort Claims with a value of less than $20,000,000; (iv) pledges and security interest in which is excluded from interests prohibited by applicable law, rule or regulation (including the Uniform Commercial Code in the relevant jurisdiction, requirement to obtain consent of any governmental authority); (Bv) voting Equity Interests in any Foreign Subsidiary, person other than wholly-owned Subsidiaries to the extent not permitted by the terms of such person’s organizational or joint venture documents; (but only vi) any lease, permit, license or other agreement or any property subject to the extent) required to prevent the Collateral from including more than 65% of all voting Equity Interests in such Foreign Subsidiary, (C) United States intent-to-use trademark applications a purchase money security interest or similar arrangement to the extent that, and solely during the period in which, the that a grant of a security interest therein would impair violate or invalidate such lease, permit, license or agreement or purchase money arrangement or create a right of termination in favor of, or require the validity consent of, any other party thereto (other than the Borrower or enforceability any of such intent-to-use trademark applications under applicable federal law and (Dits Subsidiaries) any property after giving effect to the extent applicable anti-assignment provisions of the UCC, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC notwithstanding such prohibition; (vii) those assets as to which the Administrative Agent and the Borrower reasonably agree that the grant cost of obtaining such a security interest therein is prohibited by any applicable law or regulation, requires a consent not obtained perfection thereof are excessive in relation to the benefit to the Lenders of the security to be afforded thereby; (viii) more than 65% of the Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) of any Governmental Authority pursuant to any applicable law CFC or regulation, or 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 law or regulation 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. Each Original Lien Grantor shall use all reasonable efforts to obtain any such required consent that is reasonably obtainable. CFC Holdco; (b) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (iix) any Supporting Obligation that supports such payment of the Capital Stock of a Subsidiary of a CFC or performance and (ii) any Lien that CFC Holdco, (x) secures such right to payment any governmental licenses or performance state or (y) secures any such Supporting Obligation. (c) The Transaction Liens are granted as security only and shall not subject the Agent or any other Secured Party tolocal franchises, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.charters and

Grant of Transaction Liens. (a) The Borrower, in order to secure the Secured Obligations, and each Lien Grantor Each Guarantor listed on the signature pages hereof, in order to secure its Transaction Guarantee, grants to the Administrative Agent for the benefit of the Secured Parties a continuing security interest in all the following property of the Borrower or such Lien Grantor, as the case may beGuarantor, whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) all Accounts; (ii) all Chattel Paper; (iii) all Deposit Accounts; (iv) all DocumentsInvestment Property, other than Equity Interests in such Guarantor’s subsidiaries; (v) all EquipmentDocuments; (vi) all General Intangibles (including any Equity Interests in other Persons that do not constitute Investment Property)Equipment; (vii) all Instruments; (viii) all Inventory; (ix) all Investment PropertySecurities Accounts; (x) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining to any of its Collateral; (xi) such Original Lien Grantor’s ownership interest in (1) its Collateral Accounts, (2) all Financial Assets credited to its Collateral Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Collateral Accounts from time to time and (4) all other money in the possession of the Administrative Agent; and (xii) all Proceeds of the Collateral described in the foregoing clauses (i) through (xi); provided that the following property is excluded from the foregoing security interests: (A) motor vehicles the perfection of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction, (B) voting Equity Interests Equipment leased by an Original Lien Grantor under a lease that prohibits the granting of a Lien on such Equipment and any general intangibles or other rights arising under any contract, instrument, license or other document, in any Foreign Subsidiary, to the extent each such case if (but only to the extent) required to prevent the Collateral from including more than 65% of all voting Equity Interests in such Foreign Subsidiary, (C) United States intent-to-use trademark applications to the extent that, and solely during the period in which, ) the grant of a security interest therein would impair constitute a material violation of a valid and effective restriction in favor of a third party, unless and until all required consents shall have been obtained, (C) any Deposit Account (other than the validity Primary Deposit Account) established solely to fund obligations in respect of payroll or enforceability medical plan payments, disability payments, flex spending payments and other similar payments in respect of employees of the Lien Grantors, so long as such intent-to-use trademark applications under applicable federal law Deposit Account is funded and maintained solely for such purpose and in a manner consistent with past practices and (D) any property to Deposit Account or Instrument (other than the extent that the grant of a security interest therein is prohibited by any applicable law or regulation, requires a consent not obtained of any Governmental Authority pursuant to any applicable law or regulation, or 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 law or regulation 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. Each Original Lien Grantor shall use all reasonable efforts to obtain any such required consent Primary Deposit Account) that is reasonably obtainablesubject to a perfected Lien permitted under Section 6.02(iii) or (vi) of the Credit Agreement. (b) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (c) The Transaction Liens are granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.

Grant of Transaction Liens. (a) The BorrowerBorrower and each Guarantor, in order to secure the Secured Obligations, and each Lien Grantor listed on the signature pages hereof, case in order to secure its Transaction GuaranteeSecured Obligations, grants to the Administrative Agent for the benefit of the Secured Parties a continuing security interest in all the following property of the Borrower or such Lien GrantorGuarantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) all Accounts; (ii) all Chattel PaperAs-Extracted Collateral; (iii) all Deposit AccountsChattel Paper; (iv) all cash and Deposit Accounts; (v) the Commercial Tort Claims described in Schedule 3; (vi) all Contracts; (vii) all Documents; (vviii) all Equipment; (viix) all Fixtures; (x) all General Intangibles (including any Equity Interests in other Persons that do not constitute Investment Property)Intangibles; (viixi) all Instruments; (viiixii) all Intellectual Property; (xiii) all Inventory; (ixxiv) all Investment Property; (xxv) all Letter-of-Credit Rights; (xvi) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining to any of its Collateral; (xixvii) such Original Lien Grantor’s 's ownership interest in (1A) its Collateral Accounts, (2B) all Financial Assets credited to its Collateral Accounts from time to time and all Security Entitlements in respect thereof, (3C) all cash held in its Collateral Accounts from time to time and (4D) all other money in the possession of the Administrative Agent; and (xiixviii) all Proceeds of the Collateral described in the foregoing clauses (i) through (xixvii); provided that the following property is excluded from the foregoing security interests: (Aii) motor vehicles or any other asset that is covered by a certificate of title, the perfection of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction, (Biii) voting Equity Interests in any Foreign Subsidiary, to the extent (but only to the extent) required to prevent the Collateral from including more than 6566% of all voting Equity Interests in such Foreign Subsidiary, (C) United States intent-to-use trademark applications to Equity Interests in the extent thatXxxxxx Joint Venture, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law and (D) any property to the extent that (but only to the extent that, and only for so long as) the grant of a security interest therein is prohibited by any applicable law or regulation, requires a consent not obtained of any Governmental Authority pursuant to any applicable law or regulation, or 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, permit, 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 law or regulation 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 lawlaw (including without limitation Sections 9-406, 9-407, 9-408 and 9-409 of the UCC in any applicable jurisdiction, the Bankruptcy Code and any similar state insolvency laws, or general principles of equity) to prevent the creation or attachment of the security interests granted thereunder; and provided further that the security interests granted hereunder shall include the right of the applicable Grantor to receive all proceeds derived from or in connection with the sale, assignment or transfer of the foregoing in items (A) through (D) of the immediately preceding proviso. Each Original Lien Grantor shall upon request of the Administrative Agent use all commercially reasonable efforts to obtain any such required consent that is reasonably obtainable, provided that it is understood that (I) no such efforts shall be required with respect to (x) any joint venture agreement with respect to a Person that is not a Restricted Subsidiary, (y) any permit issued by, and any LBM, LBA or other coal lease entered into or granted by, a Governmental Authority or (z) as in effect on the Effective Date, any private coal lease or any coal purchase or coal supply contract and that (II) use of "commercially reasonable efforts" to permit or obtain consent to any such assignment with respect to any private coal lease or any coal purchase or coal supply contract entered into after the Effective Date shall not be deemed to require any Grantor to agree to commercial terms that, in the aggregate, such Grantor determines in good faith are materially less advantageous to such Grantor in relation to the overall terms of such agreement. Notwithstanding anything in this Agreement or any other Security Document to the contrary, (i) this Agreement shall not, at any time, constitute a grant of a security interest in, or an assignment of, and "Collateral" shall not include any Letter of Credit Rights to the extent a Grantor is required by applicable law to apply the proceeds of a drawing of such Letter of Credit for a specified purpose and (ii) remedies with respect to Collateral as to which creation and perfection is governed by a Mortgage but also included in the definition of Collateral under this Agreement shall be governed by the provisions of the applicable Mortgage. (b) Notwithstanding the foregoing, the creation (other than by this Agreement) or perfection of pledges of or security interests in particular material assets will not be required if, and for so long as, in the sole good faith judgment of the Administrative Agent, the cost and burden to such Grantor of creating or perfecting such pledges or security interests in such assets is excessive in view of the benefits to be obtained by the Secured Parties therefrom; provided that it is hereby acknowledged and agreed that no Grantor shall be required (i) to take steps to perfect the security interests granted hereunder by indicating such security interest on the certificate of title for any motor vehicle asset or other asset that is covered by a certificate of title, (ii) to take steps to perfect the security interest in Pledged Letter-of-Credit Rights by causing the Administrative Agent to have control (within the meaning specified in UCC Section 9-107) thereof, or (iii) to seek any consent with respect to the matters referred to in the penultimate sentence of clause (a) above except on the conditions and subject to the terms set forth in such sentence. (c) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) B. any Supporting Obligation that supports such payment or performance and (ii) C. any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (cd) The Transaction Liens are granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.

Grant of Transaction Liens. (a) The Borrower, in In order to secure its guarantee of the Secured Obligations, and each Lien the Grantor listed on the signature pages hereof, in order to secure its Transaction Guarantee, grants to the Agent Collateral Trustee for the benefit of the Secured Parties a continuing security interest in all of the following property of the Borrower or such Lien Grantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located:located (the “New Collateral”): (i) all Accounts; (ii) all Chattel Paper; (iii) all cash and Deposit Accounts; (iv) all Documents; (v) all Equipment; (vi) all General Intangibles (including (x) any Equity Interests in other Persons that do not constitute Investment Property and (y) any Intellectual Property); (vii) all Instruments; (viii) all Inventory; (ix) all Investment Property; (x) all Commercial Tort Claims; (xi) all Letter-of-Credit Rights; (xii) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining to any of its Collateral; (xixiii) such Original Lien Grantor’s ownership interest in (1) its Collateral Accounts, (2) all Financial Assets credited to its Collateral Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Collateral Accounts from time to time and (4) all other money in the possession of the AgentCollateral Trustee; and (xiixiv) all Proceeds of the Collateral described in the foregoing clauses (i) through (xixiii); provided that the following property is excluded from that, not withstanding the foregoing or anything herein to the contrary, in no event shall the Collateral include, or the security interests: (A) motor vehicles interest attach to, any Excluded Assets; provided, however, the perfection security interests and Liens granted hereunder shall attach to, and the “Collateral” shall automatically include any asset or property of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdictionGrantor that ceases to be an Excluded Asset, (B) voting Equity Interests in any Foreign Subsidiary, to the extent (but only to the extent) required to prevent the Collateral from including more than 65% of all voting Equity Interests in such Foreign Subsidiary, (C) United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law and (D) any property to the extent that the grant of a security interest therein is prohibited without further action by any applicable law Grantor or regulation, requires a consent not obtained of any Governmental Authority pursuant to any applicable law or regulation, or 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 law or regulation 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. Each Original Lien Grantor shall use all reasonable efforts to obtain any such required consent that is reasonably obtainableSecured Party. (b) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (c) The foregoing Transaction Liens are granted as security only and shall not subject the Agent Collateral Trustee or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien the Grantor with respect to any of the New Collateral or any transaction in connection therewith.

Grant of Transaction Liens. (a) The BorrowerU.S. Borrower and each U.S. Guarantor, in order to secure the Secured Obligations, and each Lien Grantor listed on the signature pages hereof, case in order to secure its Transaction GuaranteeSecured Obligations, grants to the Administrative Agent for the benefit of the Secured Parties and hereby reconfirms its grant to the Administrative Agent, for the benefit of the Secured Parties of, a continuing security interest in all the following property of the U.S. Borrower or such Lien GrantorU.S. Guarantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) all Accounts; (ii) all Chattel PaperAs-Extracted Collateral; (iii) all Chattel Paper, (iv) all cash and Deposit Accounts; (ivv) the Commercial Tort Claims described in Schedule 3; (vi) all Contracts; (vii) all Documents; (vviii) all Equipment; (viix) all Fixtures; (x) all General Intangibles (including any Equity Interests in other Persons that do not constitute Investment Property)Intangibles; (viixi) all Instruments; (viiixii) all Intellectual Property; (xiii) all Inventory; (ixxiv) all Investment Property; (xxv) all Letter-of-Credit Rights; (xvi) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining to any of its Collateral; (xixvii) such Original Lien Grantor’s ownership interest in (1) its Collateral Accounts, (2) all Financial Assets credited to its Collateral Accounts from time to time and all Security Entitlements in respect thereof, and (3) all cash held in its Collateral Accounts from time to time and (4) all other money in the possession of the Agenttime; and (xiixviii) all Proceeds of the Collateral described in the foregoing clauses (i) through (xixvii); provided that the following property is excluded from the foregoing security interests: (A) motor vehicles or any other property that is covered by a certificate of title, the perfection of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction, (B) voting Equity Interests in any the Excluded Subsidiaries (other than Foreign Subsidiary, to Subsidiaries and Disregarded Domestic Persons which the extent parties acknowledge are addressed in clause (but only to the extentF) required to prevent the Collateral from including more than 65% of all voting Equity Interests in such Foreign Subsidiarybelow) and Wyoming Quality Healthcare Coalition, (C) United States capital credits relating to the membership interests of Xxxxxxx Mining LLC in the Tri-County Electric Association, Inc, a Wyoming power cooperative; and Powder River Energy Corporation, a Wyoming power cooperative, (D) interests in partnerships, joint ventures and non-wholly-owned subsidiaries which cannot be pledged without the consent of one or more third parties that are not Credit Parties, after giving effect to the Uniform Commercial Code of any applicable jurisdiction and other applicable law, (E) Equity Interests in Immaterial Subsidiaries, (F) solely with respect to Secured Obligations of the U.S. Credit Parties, Equity Interests in Foreign Subsidiaries or Disregarded Domestic Persons other than 66% of each class of the voting Equity Interests and 100% of the non-voting Equity Interests of such first-tier Foreign Subsidiaries and Disregarded Domestic Persons, (G) margin stock, (H) properties to the extent a security interest therein would result in material adverse tax consequences as reasonably determined by the U.S. Borrower in consultation with the Administrative Agent, (I) all foreign Intellectual Property, (J) any “intent-to-use use” trademark applications prior to the extent filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications application under applicable federal law law, (K) properties that are subject to Liens that are referred to in Section 6.02(v) or 6.02(xi) of the Credit Agreement so long as the beneficiary of such Lien prohibits the Transaction Lien, (L) properties to the extent the creation of a security interest therein is limited as provided in clause (b)(i) below, and (DM) any property properties to the extent that (but only to the extent that, and only for so long as) the grant of a security interest therein is prohibited by any applicable law or regulation, requires a consent consent, approval, license or authorization not obtained of any Governmental Authority pursuant to any applicable law or regulation, or is prohibited by, or constitutes a change in control, breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, permit, 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 law or regulation or the term in such contract, license, permit, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, change of control, breach, default or termination or requiring such consent is ineffective under applicable lawlaw (including without limitation Sections 9-406, 9-407, 9-408 and 9-409 of the UCC in any applicable jurisdiction, the Bankruptcy Code and any similar state insolvency laws, or general principles of equity) to prevent the creation or attachment of the security interests granted hereunder; and provided further that the security interests granted hereunder shall include the right of the applicable Grantor to receive all proceeds derived from or in connection with the sale, assignment or transfer of the foregoing in items (A) through (M) of the immediately preceding proviso but only to the extent that, and only for so long as, such proceeds are not properties that would be excluded under any of the foregoing clauses (A) through (M). Each Original Lien Grantor shall upon request of the Administrative Agent use all commercially reasonable efforts to obtain any such required consent that is reasonably obtainable, provided that it is understood that (I) no such efforts shall be required with respect to (x) any joint venture agreement with respect to a Person that is not a Restricted Subsidiary, (y) any permit issued by, and any LBM, LBA or other coal lease entered into or granted by, a Governmental Authority or (z) as in effect on the Effective Date, any private coal lease or any coal purchase or coal supply contract and that (II) use of “commercially reasonable efforts” to permit or obtain consent to any such assignment with respect to any private coal lease or any coal purchase or coal supply contract entered into after the Effective Date shall not be deemed to require any Grantor to agree to commercial terms that, in the aggregate, such Grantor determines in good faith are materially less advantageous to such Grantor in relation to the overall terms of such agreement. Notwithstanding anything in this Agreement or any other Security Document to the contrary, (i) this Agreement shall not, at any time, constitute a grant of a security interest in, or an assignment of, and “Collateral” shall not include any Letter -of -Credit Rights to the extent a Grantor is required by applicable law to apply the proceeds of a drawing of such Letter of Credit for a specified purpose and (ii) remedies with respect to Collateral as to which creation and perfection is governed by a Mortgage but also included in the definition of Collateral under this Agreement shall be governed by the provisions of the applicable Mortgage. (b) Notwithstanding the foregoing or anything herein to the contrary, (i) the creation (other than by this Agreement) or perfection of pledges of or security interests in particular assets will not be required if, and for so long as, the cost and burden to such Grantor of creating or perfecting such pledges or security interests in such assets is excessive in view of the benefits to be obtained by the Secured Parties therefrom, as reasonably determined by the U.S. Borrower and the Administrative Agent, (ii) the creation (other than by this Agreement) or perfection of pledges of or security interests in particular assets will not be required if, and for so long as, the creation or perfection of such security interests would require a foreign law governed security or pledge agreement (other than, after the designation of a Designated Foreign Borrower, agreements required under the laws of the jurisdiction of formation for such Designated Foreign Borrower), and (iii) no Grantor shall be required (A) to take steps to perfect the security interest in cash and cash equivalents, deposit, securities and commodities accounts (including securities entitlements and related assets) (other than the filing a financing statement under the Uniform Commercial Code of any applicable jurisdiction to the extent such security interest can be perfected by such filing), (B) to take steps to perfect the security interests granted hereunder by indicating such security interest on the certificate of title for any motor vehicle asset or other asset that is covered by a certificate of title, (C) to take steps to perfect the security interest in Letter-of-Credit Rights (other than the filing a financing statement under the Uniform Commercial Code of any applicable jurisdiction to the extent such security interest can be perfected by such filing), (D) to seek any consent with respect to the matters referred to in the penultimate sentence of clause (a) above except on the conditions and subject to the terms set forth in such sentence, (E) to take steps to perfect the security interests granted hereunder in any commercial tort claims, or (F) to take steps to perfect the security interests granted hereunder in any property which perfection is achieved through any control agreement. (c) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (cd) The Transaction Liens are granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.

Grant of Transaction Liens. (a) The BorrowerLien Grantor, in order to secure the Secured Obligations, and each Lien Grantor listed on the signature pages hereof, in order to secure its Transaction Guarantee, grants to the Collateral Agent for the benefit of the Secured Parties a continuing security interest in all the following property of the Borrower or such Lien Grantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located:, subject to the exceptions set forth in Section 2(b): (i) all AccountsInventory; (ii) all Chattel PaperReceivables; (iii) all Deposit AccountsContracts; (iv) all DocumentsBlocked Accounts and the Cash Collateral Account; (v) all Equipment; (vi) all General Intangibles (including any Equity Interests in other Persons that do not constitute Investment Property); (vii) all Instruments; (viii) all Inventory; (ix) all Investment Property; (x) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original the Lien Grantor pertaining to any of its Collateral; (xi) such Original Lien Grantor’s ownership interest in (1) its Collateral Accounts, (2) all Financial Assets credited to its Collateral Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Collateral Accounts from time to time and (4) all other money in the possession of the Agent; and (xiivi) all other Proceeds of the Collateral described in the foregoing clauses (i) through (xiiv); provided that the following property is excluded from the foregoing security interests: (A) motor vehicles the perfection of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction, (B) voting Equity Interests in any Foreign Subsidiary, to the extent (but only to the extent) required to prevent the Collateral from including more than 65% of all voting Equity Interests in such Foreign Subsidiary, (C) United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law and (D) any property to the extent that the grant of a security interest therein is prohibited by any applicable law or regulation, requires a consent not obtained of any Governmental Authority pursuant to any applicable law or regulation, or 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 law or regulation 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. Each Original Lien Grantor shall use all reasonable efforts to obtain any such required consent that is reasonably obtainable. (b) The Collateral shall not include Transferred Receivables and (i) rights to payment and collections in respect of such Transferred Receivables, (ii) security interests or Liens and property subject thereto purporting to secure or guarantee payment of such Transferred Receivables, (iii) guarantees, letters of credit, acceptances, insurance and other arrangements from time to time supporting or securing payment of such Transferred Receivables, (iv) all invoices, documents, books, records and other information with respect to such Transferred Receivables or the obligors thereon, (v) with respect to any such Transferred Receivables, the transferee’s interest in the product (including returned product), the sale of which by such transferee gave rise to such Transferred Receivables and (vi) all Proceeds of the items described in subclauses 2(b)(i) through 2(b)(v) (preceding subclauses (b)(i) through (b)(vi), collectively, the “Related Transferred Rights”). (c) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in all right, title and interest of the Lien Grantor in and to (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (cd) The Transaction Liens are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any the Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.

Grant of Transaction Liens. (a) The Borrower, in order to secure the Secured Obligations, and each Lien Grantor listed on the signature pages hereof, in order to secure its Transaction Guarantee, grants to the Agent for the benefit of the Secured Parties Lender a continuing security interest in all the following property of the Borrower or such Lien Grantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) all Accounts; (ii) all Chattel Paper; (iii) all Deposit Accounts; (iv) all Documents; (v) all EquipmentGeneral Intangibles (including, all right, title and interest of the Borrower in, to and under (1) all Bank Loans, (2) the Management Agreement, (3) the Custodial Agreement, and (4) the Asset Contribution Agreement); (vi) all General Intangibles (including any Equity Interests in other Persons that do not constitute Investment Property)Instruments; (vii) all Instruments; (viii) all Inventory; (ix) all Investment Property; (xviii) all books and records (including customer listsdocumentation, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor the Borrower pertaining to any of its the Collateral; (xi) such Original Lien Grantor’s ownership interest in (1) its the Collateral Accounts, (2) all Financial Assets credited to its the Collateral Accounts from time to time and all Security Entitlements in respect thereof, thereof and (3) all cash Cash held in its the Collateral Accounts from time to time and (4) all other money in the possession of the Agenttime; and (xiix) all Proceeds of the Collateral described in the foregoing clauses (i) through (xiix); provided that the following property is excluded from the foregoing security interests: (A) motor vehicles the perfection of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction, (B) voting Equity Interests in any Foreign Subsidiary, to the extent (but only to the extent) required to prevent the Collateral from including more than 65% of all voting Equity Interests in such Foreign Subsidiary, (C) United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law and (D) any property to the extent that the grant of a security interest therein is prohibited by any applicable law or regulation, requires a consent not obtained of any Governmental Authority pursuant to any applicable law or regulation, or 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 law or regulation 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. Each Original Lien Grantor shall use all reasonable efforts to obtain any such required consent that is reasonably obtainable. (b) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (c) The Transaction Liens are granted as security only and shall not subject the Agent or any other Secured Party Lender to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor the Borrower with respect to any of the Collateral or any transaction in connection therewith.

Grant of Transaction Liens. (a) The BorrowerCompany and each other Grantor, in each case in order to secure the Secured Obligations, and each Lien Grantor listed on the signature pages hereof, in order to secure its Transaction Guarantee, grants to the Collateral Agent for the benefit of the Secured Parties a continuing security interest in all the following property of the Borrower Company’s or such Lien other Grantor’s, as the case may be, right, title and interest in and to the following property, whether now owned or existing or hereafter acquired or arising and regardless of where located:located (all of which being collectively referred to as the “Collateral”): (i) all Accounts; (ii) all Chattel Paper; (iii) all cash and Deposit Accounts; (iv) all Documents; (v) all Equipment; (vi) all General Intangibles (including (x) any Equity Interests in other Persons that do not constitute Investment Property and (y) any Intellectual Property); (vii) all Instruments; (viii) all Inventory; (ix) all Investment Property; (x) all Commercial Tort Claims described in Schedule 6 and on any supplement thereto received by the Collateral Agent pursuant to Section 10; (xi) all Letter-of-Credit Rights; (xii) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining to any of its Collateral; (xixiii) such Original Lien Grantor’s ownership interest in (1) its Collateral Accounts, (2) all Financial Assets credited to its Collateral Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Collateral Accounts from time to time and (4) all other money in the possession of the Collateral Agent; (xiv) all As-Extracted Collateral; (xv) all Contracts; (xvi) all Fixtures; (xvii) all unpatented lode and mineral mining claims and mill sites; and (xiixviii) all Proceeds of the Collateral described in the foregoing clauses (i) through (xixvii); provided that the following property is excluded from that, notwithstanding the foregoing or anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include, or the security interests: (A) motor vehicles interest attach to, any Excluded Assets; provided, however, the perfection security interests and Liens granted hereunder shall attach to, and the “Collateral” shall automatically include any asset or property of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdictionGrantor that ceases to be an Excluded Asset, (B) voting Equity Interests in any Foreign Subsidiary, to the extent (but only to the extent) required to prevent the Collateral from including more than 65% of all voting Equity Interests in such Foreign Subsidiary, (C) United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law and (D) any property to the extent that the grant of a security interest therein is prohibited without further action by any applicable law Grantor or regulation, requires a consent not obtained of any Governmental Authority pursuant to any applicable law or regulation, or 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 law or regulation 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. Each Original Lien Grantor shall use all reasonable efforts to obtain any such required consent that is reasonably obtainableSecured Party. (b) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (c) The Transaction Liens are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or transfer or in any way affect or modifytransfer, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.

Grant of Transaction Liens. (a) The BorrowerObligor, in order to secure the Secured all Obligations, and each Lien Grantor listed on the signature pages hereofparty hereto, in order to secure its Transaction Guaranteeall Obligations, grants to the Third Lien Agent for the benefit of the Secured Parties a continuing security interest in all the following property of the Borrower Obligor or such Lien Grantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) all AccountsDocuments; (ii) all Chattel PaperGoods, including Inventory, Equipment and fixtures; (iii) all Deposit Accounts; (iv) all Documents; (v) all Equipment; (vi) all General Intangibles (including (x) any Equity Interests in other Persons that do not constitute Investment Property and (y) any Intellectual Property); (viiiv) all Instruments; (viii) all Inventory; (ixv) all Investment Property; (vi) all Commercial Tort Claims, including those described in Schedule 1; (vii) all Letter-of-Credit Rights; (viii) all Supporting Obligations; (ix) all accessions to, substitutions for, and all replacements, products, and 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; (x) all vehicles and title documents with respect to vehicles; (xi) all other personal property whether or not subject to the Code; (xii) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining to any of its Collateral; (xi) such Original Lien Grantor’s ownership interest in (1) its Collateral Accounts, (2) all Financial Assets credited to its Collateral Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Collateral Accounts from time to time and (4) all other money in the possession of the Agent; and (xiixiii) all Proceeds of the Collateral described in the foregoing clauses (i) through (xixii); provided that the following property is excluded from the foregoing security interests: interests (it being understood that such grant will be applicable at such time as any such property or assets ceases to constitute Excluded Assets): (A) motor vehicles Deposit Accounts; (B) Securities Accounts; (C) Cash not constituting proceeds of Term Priority Collateral; (D) Equity Interests, (E) any lease, license or other agreement to the perfection extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement or create a right of termination in which is excluded from favor of any other party thereto (other than the Uniform Commercial Code in Obligor or any other Grantor) after giving effect to the relevant jurisdictionapplicable anti-assignment provisions of the UCC, (BF) voting Equity Interests any properties and assets with respect to which the Term Loan Agent determines in any Foreign Subsidiary, its good faith judgment that the costs or other consequences of granting or perfecting a security interest therein are excessive in view of the benefits to be obtained by the extent (but only to the extent) required to prevent the Collateral from including more than 65% of all voting Equity Interests in such Foreign SubsidiarySecured Parties, (CG) any United States intent-to-use trademark Trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark Trademark applications under applicable federal law, (H) any letter of credit rights to the extent any Grantor is required by applicable law to apply the proceeds of a drawing of such letter of credit for a specified purpose, (I) any governmental licenses or state or local franchises, charters and authorizations, to the extent security interests in such licenses, franchises, charters or authorizations are prohibited or restricted thereby after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code, (DJ) any property to the extent that the grant of a security interest therein is prohibited by any applicable law or regulation, requires a consent not obtained of any Governmental Authority pursuant to any applicable law or regulation, or is prohibited by, or constitutes would constitute a breach or default under or results would result in the termination termination, invalidation or abandonment 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 and (K) the ABL Priority Collateral (the foregoing, collectively, the “Excluded Assets”), provided that the foregoing limitation in clause (G) shall not affect, limit, restrict or impair the grant by a Grantor of a security interest pursuant to this Agreement in any asset or right to the extent that Sections 9-406 and 9-408 of the Uniform Commercial Code as in effect on the date hereof would permit (and excuse any default or violation resulting therefrom) the creation of a security interest in such asset or right notwithstanding such law or regulation or the term in provision of such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for prohibiting the creation of a security interest therein or shall render such prohibition, breach, default or termination or requiring such consent is ineffective under applicable lawprovision unenforceable. Each Original Lien Grantor shall upon request of the Third Lien Agent (as directed by the Directing Creditors) use all commercially reasonable efforts to obtain any such required consent that is reasonably obtainable, it being understood and agreed that no Grantor shall be required to obtain any such consent if such Grantor reasonably determines in its good faith judgment that the costs of obtaining such consent is excessive in view of the benefits to be obtained by the Secured Parties thereby. (b) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (c) The Transaction Liens are granted as security only and shall not subject the Third Lien Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith. (d) Beginning one year from the date hereof, the Obligor and each Grantor shall provide an annual certificate detailing any material (as determined by the Obligor or the Grantor, as applicable) Collateral added or removed in the previous year.

Grant of Transaction Liens. (a) The BorrowerLien Grantor, in order to secure the Secured Obligations, and each Lien Grantor listed on the signature pages hereof, in order to secure its Transaction Guarantee, grants to the Collateral Agent for the benefit of the Secured Parties a continuing security interest in all the following property of the Borrower or such Lien Grantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located:, subject to the exceptions set forth in Section 2(b): (i) all AccountsInventory; (ii) all Chattel PaperReceivables; (iii) all Deposit AccountsContracts; (iv) all DocumentsBlocked Accounts and the Cash Collateral Account; (v) all Equipment; (vi) all General Intangibles (including any Equity Interests in other Persons that do not constitute Investment Property); (vii) all Instruments; (viii) all Inventory; (ix) all Investment Property; (x) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original the Lien Grantor pertaining to any of its Collateral; (xi) such Original Lien Grantor’s ownership interest in (1) its Collateral Accounts, (2) all Financial Assets credited to its Collateral Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Collateral Accounts from time to time and (4) all other money in the possession of the Agent; and (xiivi) all other Proceeds of the Collateral described in the foregoing clauses (i) through (xiiv); provided that the following property is excluded from the foregoing security interests: (A) motor vehicles the perfection of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction, (B) voting Equity Interests in any Foreign Subsidiary, to the extent (but only to the extent) required to prevent the Collateral from including more than 65% of all voting Equity Interests in such Foreign Subsidiary, (C) United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law and (D) any property to the extent that the grant of a security interest therein is prohibited by any applicable law or regulation, requires a consent not obtained of any Governmental Authority pursuant to any applicable law or regulation, or 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 law or regulation 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. Each Original Lien Grantor shall use all reasonable efforts to obtain any such required consent that is reasonably obtainable. (b) The Collateral shall not include Transferred Receivables and (i) rights to payment and collections in respect of such Transferred Receivables, (ii) security interests or Liens and property subject thereto purporting to secure or guarantee payment of such Transferred Receivables, (iii) guarantees, letters of credit, acceptances, insurance and other arrangements from time to time supporting or securing payment of such Transferred Receivables, (iv) all invoices, documents, books, records and other information with respect to such Transferred Receivables or the obligors thereon, (v) with respect to any such Transferred Receivables, the transferee's interest in the product (including returned product), the sale of which by such transferee gave rise to such Transferred Receivables and (vi) all Proceeds of the items described in subclauses 2(b)(i) through 2(b)(v) (preceding subclauses (b)(i) through (b)(vi), collectively, the "RELATED TRANSFERRED RIGHTS"). (c) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in all right, title and interest of the Lien Grantor in and to (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (cd) The Transaction Liens are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any the Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.

Grant of Transaction Liens. (a) The BorrowerEach Grantor, in order to secure the Secured Obligations, and each Lien Grantor listed on the signature pages hereof, in order to secure its Transaction Guarantee, grants to the Agent Collateral Trustee for the benefit of the Secured Parties a continuing security interest in all the following property of the Borrower or such Lien Grantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) all Accounts; (ii) all Chattel Paper; (iii) all Deposit Accounts; (iv) all Documents; (v) all Equipment; (vi) all General Intangibles (including any Equity Interests in other Persons that do not constitute Investment Property)Intangibles; (vii) all Instruments; (viii) all Inventory; (ix) all Investment Property; (x) the Commercial Tort Claims described in Schedule 1 (including any supplement thereto provided by any Grantor); (xi) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining to any of its Collateral; (xi) such Original Lien Grantor’s ownership interest in (1) its Collateral Accounts, (2) all Financial Assets credited to its Collateral Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Collateral Accounts from time to time and (4) all other money in the possession of the Agent; and (xii) all Proceeds of the Collateral described in the foregoing clauses (i) through (xi); provided that the following property is excluded from the foregoing security interests: (A) motor vehicles the perfection of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction, (B) voting Equity Interests in any Foreign Subsidiary, to the extent (but only to the extent) required to prevent the Collateral from including more than 65% of all voting Equity Interests in such Foreign Subsidiary, (C) United States intent-to-use trademark applications to the extent thatany Equity Interests in any Immaterial Domestic Subsidiary, and solely during the period in whichany Regulated Subsidiary, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law and any Unrestricted Subsidiary, (D) any property to Letter-of-Credit Rights (other than those that constitute Supporting Obligations in respect of other Collateral), (E) the extent that the grant of a security interest therein is prohibited by any applicable law or regulation, requires a consent not obtained of any Governmental Authority pursuant to any applicable law or regulation, or 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 law or regulation 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. Each Original Lien Grantor shall use all reasonable efforts to obtain any such required consent that is reasonably obtainable. (b) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (c) The Transaction Liens are granted as security only and shall not subject the Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.Excluded Accounts,

Grant of Transaction Liens. (a) The Borrower, in order to secure the Secured Obligations, and each Each Lien Grantor listed on the signature pages hereofGrantor, in order to secure its Transaction GuaranteeSecured Obligations, grants to the Collateral Agent for the benefit of the Secured Parties Parties, effective on the first day of any Collateral Period, a continuing security interest in all the following property of the Borrower or such Lien Grantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) all Accounts; (ii) all Chattel Paper; (iii) all Deposit Accounts; (iv) all Documents; (v) all Equipment; (vi) all General Intangibles (including any Equity Interests in other Persons that do not constitute Investment Property); (vii) all Instruments; (viii) all Inventory; (ix) all Investment Property; (x) all Letter-of-Credit Rights; (xi) all Material Commercial Tort Claims with respect to which such Lien Grantor is the claimant arising out of Material Recordable Intellectual Property; (xii) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining to any of its Collateral; (xixiii) such Original Lien Grantor’s 's ownership interest in (1) its Collateral Accounts, (2) all Financial Assets credited to its Collateral Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Collateral Accounts from time to time and (4) all other money in the possession of the Collateral Agent; and (xiixiv) all Proceeds of the Collateral described in the foregoing clauses (i3(a)(i) through (xi3(a)(xiii); provided that that, with respect to the security interests granted by each Lien Grantor, the following property is shall be excluded from the foregoing security interests: (A) motor vehicles the perfection of any Equity Interests held by any Lien Grantor in any Subsidiary that is not a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdictionU.S. Subsidiary, (B) voting Equity Interests held by such Lien Grantor in any Foreign Subsidiary that is not a Material Subsidiary, to (C) Equipment leased by any Lien Grantor under a lease that prohibits the extent granting of a Lien on such Equipment, (D) any general intangibles or other rights arising under any contract, instrument, license or other document if (but only to the extent) required to prevent the Collateral from including more than 65% of all voting Equity Interests in such Foreign Subsidiary, (C) United States intent-to-use trademark applications to the extent that, and solely during the period in which, ) the grant of a security interest therein would impair the validity constitute a violation of a valid and enforceable restriction in favor of a third party (other than any NNL Company) or enforceability of would result in an enforceable right to declare a default or an enforceable right to terminate or annul unless and until all required consents shall have been obtained, it being understood that no Lien Grantor is obliged to obtain such intent-to-use trademark applications under applicable federal law and consent, (DE) any property to the extent that Equity Interests in or any debt of any Person (other than a Material Subsidiary) if the grant of a security interest therein is prohibited by any applicable law or regulation, requires would constitute a consent not obtained violation of any Governmental Authority shareholder agreement or other agreement with respect to such Equity Interests or debt among such Lien Grantors and any other holders of Equity Interests or debt of such Person, (F) any assets of such Lien Grantor that constitute Transferred Receivables and Related Transferred Rights on the date on which such Lien Grantor becomes a party to this Agreement, (G) Letter-of-Credit Rights for which the jurisdiction whose laws govern the liability of the Issuer or Nominated Person with respect thereto is not a jurisdiction in the United States, (H) Deposit Accounts for which the relevant Depository Bank's jurisdiction is not in the United States, (I) with respect to NNL only, any asset of NNL which is not located in the United States or any State thereof, it being understood that accounts receivable and rights constituting General Intangibles (other than Intellectual Property registered with the United States Patent and Trademark Office or the United States Copyright Office) are not located in the United States or any State thereof for the purpose of this clause (I), (J) with respect to any Lien Grantor other than NNL, any asset of such Lien Grantor which is not located in the United States or any State thereof, it being understood that accounts receivable and rights constituting General Intangibles (including Intellectual Property registered with the United States Patent and Trademark Office or the United States Copyright Office) are located in the United States or any State thereof for the purpose of this clause (J), (K) any Equity Interest held by NNL in NNI and any Equity Interest held by NNI in NNFI, Arris Group, Inc. or Elastic Networks Inc. and (L) any Equity Interest held by NNI in NNTC, but only so long as an NNTC Agreement is in full force and effect. The security interests granted by each Lien Grantor pursuant to any applicable law or regulation, or is prohibited by, or constitutes a breach or default under or results this Section 3(a) shall terminate 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 law or regulation 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. Each Original Lien Grantor shall use all reasonable efforts to obtain any such required consent that is reasonably obtainableaccordance with Section 20. (b) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (c) The Transaction Liens are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.

Grant of Transaction Liens. (a) The BorrowerCompany, in order to secure the Secured Obligations, and each Lien Grantor listed on the signature pages hereofSubsidiary Guarantor, in order to secure its Transaction Secured Guarantee, grants to the Agent for the benefit of the Secured Parties a continuing security interest in all right, title and interest of the Company or such Subsidiary Guarantor, as the case may be, in, to and under the following property of the Borrower Company or such Lien GrantorSubsidiary Guarantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located:located (the “Collateral”): (i) all Accounts; (ii) all Chattel Paper; (iii) all Deposit AccountsCommercial Tort Claims, including those described in Schedule 5; (iv) all Documentscash and Cash Equivalents (other than Investment Property); (v) all EquipmentDocuments; (vi) all Equipment; (vii) all General Intangibles (including without limitation any Equity Interests in other Persons that do not constitute Investment Property); (viiviii) all Instruments; (viiiix) all Inventory; (ixx) all Investment Property; (xxi) all Letter-of-Credit Rights; (xii) all Intellectual Property; (xiii) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining to any of its Collateral; (xixiv) such Original Lien Grantor’s ownership interest in (1) its Collateral Commodity Accounts, Deposit Accounts and Securities Accounts, (2) all Financial Assets credited to its Collateral Accounts such accounts from time to time and all Security Entitlements in respect thereof, and (3) all cash held in its Collateral Accounts such accounts from time to time and (4) all other money in the possession of the Agenttime; and (xiixv) all Supporting Obligations and Proceeds of the Collateral described in the foregoing clauses (i) through (xixiv); provided that the Collateral shall not include any of the following property is excluded from the foregoing security interests: (“Excluded Property”): (A) motor vehicles the perfection and other assets subject to certificates of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdictiontitle, (B) voting Equity Interests Voting Stock in any first-tier Foreign Subsidiary, to the extent (but only to the extent) required to prevent the Collateral from including more than 65% of all voting Equity Interests in the outstanding Voting Stock of such first-tier Foreign Subsidiary, (C) United States property or assets (including Capital Stock and Voting Stock) of any Foreign Subsidiary that is not a first-tier Foreign Subsidiary, (D) Letter-of-Credit Rights to the extent a Lien thereon (x) cannot be perfected by the filing of UCC financing statements or (y) is not automatically perfected under the UCC as a result of such Letter-of-Credit Right constituting a Supporting Obligation in respect of any other Collateral on which a Lien has been perfected under any Security Document, (E) Equipment leased by a Lien Grantor under a lease that prohibits the granting of a Lien on such Equipment, (F) any Deposit Account or Securities Account maintained (1) for the purpose of funding payroll, payroll taxes and other compensation and benefits to employees or other employee wage and benefit accounts or (2) as a trust account and, in each case, the funds in such Deposit Account or Securities Account, (G) intent-to-use trademark Trademark applications solely to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-intent to use trademark Trademark applications or any registrations that issue therefrom under applicable United States federal law and law, (DH) any contract, permit, lease, license, property right or agreement, or any of the applicable Lien Grantor’s rights or interest thereunder, to the extent that the grant of a security interest therein would result in the invalidity of, or a breach, termination or default under, such contract, permit, lease, license, property right or agreement (in each case, other than to the extent that the relevant term thereof would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC of any relevant jurisdiction or any other provision of applicable law), (I) any leasehold improvements to the extent that the grant of a security interest therein would violate the related lease, (J) assets located outside the United States to the extent a Lien on such assets cannot be perfected by the filing of UCC financing statements, (K) assets subject to a purchase money lien, capitalized lease obligation or similar arrangement, in each case permitted by the Credit Agreement, to the extent that the contract or other agreement in which such Lien is granted (or the documentation providing for such capitalized lease obligation or similar arrangement) prohibits such assets from being Collateral and only for so long as such Lien remains outstanding, (L) any real property or real property interests (including leasehold interests) other than Material Real Property, (M) Margin Stock, (N) Capital Stock or other Equity Interests of any Person that is not a Wholly-Owned Subsidiary of the Company, to the extent not permitted by the terms of such Person’s Organization Documents, (O) any assets to the extent a security interest in such assets would result in material adverse tax consequences as reasonably determined by the Company and the Agent, (P) any property or asset if and to the extent that a security interest therein is prohibited or restricted by any applicable law law, rule or regulation, requires a regulation (including any requirement to obtain the consent not obtained of any Governmental Authority pursuant to any applicable law or regulation, or 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 orthird party), in the case of any Investment Propertyeach case, any applicable shareholder or similar agreement, except other than to the extent that such law or regulation or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such relevant prohibition, breachrestriction or requirement would be rendered ineffective pursuant to Sections 9-406, default 9-407, 9-408 or termination 9-409 of the UCC of any relevant jurisdiction or requiring such consent is ineffective under any other provision of applicable law, (Q) assets for which the cost of granting or obtaining a security interest in favor of the Agent, for the benefit of the Secured Parties, would exceed the practical benefit to the Secured Parties afforded thereby, as reasonably determined by the Company and the Agent, and (R) proceeds and products of any and all of the foregoing Excluded Property described in clauses (A) through (Q) above and this clause (R) only to the extent such proceeds and products would constitute property or assets of the type described in any of clauses (A) through (Q) above or this clause (R). Each Original Notwithstanding anything herein to the contrary, all assets of Insurance Subsidiaries (including cash and Cash Equivalents temporarily held by Lien Grantor Grantors on behalf of, and for the benefit of, Insurance Subsidiaries) shall use all reasonable efforts to obtain any such required consent that is reasonably obtainablebe Excluded Property and shall not be part of the Collateral. (b) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation.[reserved] (c) The Transaction Liens are granted as security only and shall not subject the Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith. (d) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, if the governmental body or official having jurisdiction over any Regulated Subsidiary determines that the pledge of the shares of Equity Interests of such Regulated Subsidiary hereunder constitutes the acquisition of or a change of control with respect to such Regulated Subsidiary as to which the prior approval of such governmental body or official was required, then, immediately upon the relevant Lien Grantor’s (1) written memorialization of oral notice or (2) receipt of written notice from such governmental body or official of such determination and without any action on the part of the Agent or any other Person, such pledge shall be rendered void ab initio and of no effect. Upon any such occurrence, (i) the Agent shall, at such Lien Grantor’s written request and expense, return all certificates representing such Capital Stock to such Lien Grantor and execute and deliver such documents as such Lien Grantor shall reasonably request to evidence such Lien Grantor’s retention of all rights in such Capital Stock and (ii) such Lien Grantor shall, if reasonably requested by the Agent or the Required Lenders, promptly submit a request to the relevant governmental body or official for approval of the pledge of such shares to the Agent hereunder and, upon receipt of such approval, shall forthwith deliver to the Agent any certificates representing the outstanding Equity Interests of such Regulated Subsidiary (except to the extent such Equity Interests are Excluded Property) to be held as Collateral hereunder.

Grant of Transaction Liens. (a) The BorrowerEach Grantor, in order to secure the Secured Obligations, and each Lien Grantor listed on the signature pages hereof, case in order to secure its Transaction Guarantee, grants Secured Obligations (as defined in the Original Indenture) previously granted to the Predecessor Collateral Agent for the benefit of the Predecessor Collateral Agent, the Predecessor Trustee and the other Secured Parties a continuing security interest in all the property of such Grantor listed in clauses (i) through (xviii) of this paragraph (a), as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located (the “Existing Grant”). Each Grantor, in each case in order to secure its Secured Obligations (as defined in the Indenture), (i) hereby ratifies and affirms the Existing Grant for the benefit of the Collateral Agent, the Trustee and the other Secured Parties and (ii) hereby grants to the Collateral Agent for the benefit of the Collateral Agent, the Trustee and the other Secured Parties a continuing security interest in all the following property of the Borrower or such Lien Grantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) all Accounts; (ii) all Chattel PaperAs-Extracted Collateral; (iii) all Chattel Paper, (iv) all cash and Deposit Accounts; (ivv) the Commercial Tort Claims described in ‎Schedule 5; (vi) all Contracts; (vii) all Documents; (vviii) all Equipment; (viix) all Fixtures; (x) all General Intangibles (including any Equity Interests in other Persons that do not constitute Investment Property)Intangibles; (viixi) all Instruments; (viiixii) all Intellectual Property; (xiii) all Inventory; (ixxiv) all Investment Property; (xxv) all Letter-of-Credit Rights; (xvi) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining to any of its Collateral; (xixvii) such Original Lien Grantor’s ownership interest in (1A) its Collateral Accounts, (2B) all Financial Assets credited to its Collateral Accounts from time to time and all Security Entitlements in respect thereof, and (3C) all cash held in its Collateral Accounts from time to time and (4) all other money in the possession of the Agenttime; and (xiixviii) all Proceeds of the Collateral described in the foregoing clauses (i) through (xivii); provided that the following property Excluded Collateral is excluded from the foregoing security interests: (A) motor vehicles ; and provided further that the perfection security interests granted hereunder shall include the right of a security interest the applicable Grantor to receive all proceeds derived from or in which is excluded from connection with the Uniform Commercial Code in sale, assignment or transfer of the relevant jurisdiction, (B) voting Equity Interests in any Foreign Subsidiary, to the extent (Excluded Collateral but only to the extent) required to prevent the Collateral from including more than 65% of all voting Equity Interests in such Foreign Subsidiary, (C) United States intent-to-use trademark applications to the extent that, and solely during only for so long as, such proceeds are not properties that would constitute the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law and (D) any property to the extent that the grant of a security interest therein is prohibited by any applicable law or regulation, requires a consent not obtained of any Governmental Authority pursuant to any applicable law or regulation, or 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 law or regulation 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. Each Original Lien Grantor shall use all reasonable efforts to obtain any such required consent that is reasonably obtainableExcluded Collateral themselves. (b) Notwithstanding the foregoing or anything in this Agreement or any other Security Document to the contrary, (i) remedies with respect to Collateral as to which creation and perfection is governed by a Mortgage but also included in the definition of Collateral under this Agreement shall be governed by the provisions of the applicable Mortgage, (ii) the creation (other than by this Agreement) or perfection of pledges of or security interests in particular assets will not be required if, and for so long as, the creation or perfection of such security interests would require a foreign law governed security or pledge agreement, and (iii) no Grantor shall be required (A) to take steps to perfect the security interest in Excluded Accounts, (B) to take steps to perfect the security interests in property and assets (other than deposit, securities and commodities accounts) requiring perfection through control agreements (other than the filing a financing statement under the Uniform Commercial Code of any applicable jurisdiction to the extent such security interest can be perfected by such filing), (C) to take steps to perfect the security interests granted hereunder by indicating such security interest on the certificate of title for any motor vehicle asset or other asset that is covered by a certificate of title, (D) to take steps to perfect the security interest in Letter-of-Credit Rights (other than the filing a financing statement under the Uniform Commercial Code of any applicable jurisdiction to the extent such security interest can be perfected by such filing), (E) to seek any third party consent, or (F) to take steps to perfect the security interests granted hereunder in any commercial tort claims. (c) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (cd) The Transaction Liens are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.

Grant of Transaction Liens. (a) The Borrower, in order to secure the Secured Obligations, and each Each Original Lien Grantor listed on the signature pages hereofGrantor, in order to secure its Transaction GuaranteeSecured Obligations, grants to the Administrative Agent for the benefit of the Secured Parties a continuing security interest in all the following property of the Borrower or such Original Lien Grantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located:located (all of which being collectively referred to as the “Collateral”): (i) all Accounts; (ii) all Chattel Paper; (iii) all Deposit Accounts; (iv) all Documents; (v) all Equipment; (vi) all General Intangibles (including any Equity Interests in other Persons that do not constitute Investment Property); (vii) all Instruments; (viii) all Inventory; (ix) all Investment Property; (x) the Commercial Tort Claims described on Schedule 3; (xi) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining to any of its CollateralGrantor; (xixii) such Original Lien Grantor’s ownership interest in (1) its Collateral Accounts, (2) all Financial Assets credited to its Collateral Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Collateral Accounts from time to time and (4) all other money in the possession of the Administrative Agent; and (xiixiii) all Proceeds of the Collateral described in the foregoing clauses (i) through (xixii); provided that the following property is excluded from Collateral shall not include any Excluded Assets. For the avoidance of doubt and without limiting the foregoing security interests: proviso, the Collateral shall not include (A) motor vehicles the perfection of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction, (B) voting Equity Interests in any Foreign Subsidiary, to the extent (but only to the extent) required to prevent the Collateral from including more than 65% of all the voting Equity Interests in such Foreign Subsidiary(x) any CFC or (y) any Subsidiary that is not a CFC that holds directly or indirectly a CFC and does not hold any Equity Interests of any Person that is not a CFC or any other material assets or (B) (i) unless KCI International Holding Company is a Guarantor, any Equity Interests of KCI International Holding Company, (Cii) United States intent-to-use trademark applications to the extent thatunless KCII Holdings, and solely during the period in whichL.L.C. is a Guarantor, the grant any Equity Interests of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law KCII Holdings, L.L.C. and (Diii) any property to the extent that the grant Equity Interests of a security interest therein is prohibited by any applicable law or regulation, requires a consent not obtained of any Governmental Authority pursuant to any applicable law or regulation, or 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 law or regulation 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. Each Original Lien Grantor shall use all reasonable efforts to obtain any such required consent that is reasonably obtainableKCI MS Unlimited. (b) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (iii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (c) The Transaction Liens are granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.

Grant of Transaction Liens. (a) The Borrower, in order to secure the Secured Obligations, and each Lien Grantor Guarantor listed on the signature pages hereof, in order to secure its Transaction Guarantee, grants to the Collateral Agent for the benefit of the Secured Parties a continuing security interest in all the following property of the Borrower or such Lien GrantorGuarantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located:located (collectively, the “Collateral”): (i) all Accounts; (ii) all Chattel Paper; (iii) all cash and Deposit Accounts; (iv) all Documents; (v) all EquipmentEquipment (including, without limitation, all machinery, tractors, trailers, rolling stock and vehicles now owned or hereafter acquired by such Grantor and any and all additions, substitutions and replacements of any of the foregoing, wherever located, together with all attachments, components, parts, equipment and accessories installed thereon or affixed thereto); (vi) all General Intangibles (including (x) any Equity Interests in other Persons that do not constitute Investment Property and (y) any Intellectual Property); (vii) all Instruments; (viii) all Inventory; (ix) all Investment Property; (x) the Commercial Tort Claims described in Schedule 3; (xi) all Letter-of-Credit Rights; (xii) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining to any of its Collateral; (xixiii) such Original Lien Grantor’s ownership interest in (1w) its Collateral Accounts, (2x) all Financial Assets credited to its Collateral Accounts from time to time and all Security Entitlements in respect thereof, (3y) all cash held in its Collateral Accounts from time to time and (4z) all other money in the possession of the Collateral Agent; (xiv) all other Goods (including but not limited to Fixtures) and personal property of such Grantor, whether tangible or intangible; (xv) all computer records, whether relating to the foregoing Collateral or otherwise; and (xiixvi) all Proceeds of the Collateral Property described in the foregoing clauses (i) through (xixv); provided that the following property is excluded from Collateral shall not include the foregoing security interests: (A) motor vehicles the perfection Excluded Assets. Each Grantor shall, upon request of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction, (B) voting Equity Interests in any Foreign Subsidiary, to the extent (but only to the extent) required to prevent the Collateral from including more than 65% Agent (made at the direction of all voting Equity Interests in such Foreign Subsidiarythe Majority Lenders), (C) United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law and (D) any property to the extent that the grant of a security interest therein is prohibited by any applicable law or regulation, requires a consent not obtained of any Governmental Authority pursuant to any applicable law or regulation, or 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 law or regulation 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. Each Original Lien Grantor shall use all commercially reasonable efforts to obtain any such required consent that is reasonably obtainable. (b) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (c) The Transaction Liens are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.

Grant of Transaction Liens. (a) The Each Borrower, in order to secure the Secured all Obligations, and each Lien Grantor listed on the signature pages hereofGuarantor party hereto, in order to secure all Obligations, including its Transaction Obligations under its Secured Guarantee, grants to the Agent for the benefit of the Secured Parties a continuing security interest in all the following property of the such Borrower or such Lien GrantorGuarantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) all Accounts; (ii) all Chattel Paper, including electronic chattel paper; (iii) all Money, Deposit Accounts, Commodity Accounts and Security Accounts; (iv) all Documents; (v) all EquipmentGoods, including Inventory, Equipment and fixtures; (vi) all General Intangibles (including (x) any Equity Interests in other Persons that do not constitute Investment Property and (y) any Intellectual Property); (vii) all Instruments; (viii) all InventoryInvestment Property; (ix) all Investment PropertyCommercial Tort Claims, including those described in Schedule 3; (x) all Letter-of-Credit Rights; (xi) all Supporting Obligations; (xii) all monies, whether or not in the possession or under the control of Agent, a Lender or a bailee or Affiliate of Agent or a Lender, including any Cash Collateral; (xiii) all accessions to, substitutions for, and all replacements, products, and 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; (xiv) all vehicles and title documents with respect to vehicles; (xv) all other personal property whether or not subject to the Code; (xvi) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining to any of its Collateral; (xi) such Original Lien Grantor’s ownership interest in (1) its Collateral Accounts, (2) all Financial Assets credited to its Collateral Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Collateral Accounts from time to time and (4) all other money in the possession of the Agent; and (xiixvii) all Proceeds of the Collateral described in the foregoing clauses (i) through (xixvi); provided that the following property is excluded from the foregoing security interests: interests (it being understood that such grant will be applicable at such time as any such property or assets ceases to constitute Excluded Assets): (A) motor vehicles Excluded Equity Interests, (B) any lease, license or other agreement to the perfection extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement or create a right of termination in which is excluded from the Uniform Commercial Code in the relevant jurisdiction, favor of any other party thereto (Bother than any Borrower or Grantor) voting Equity Interests in any Foreign Subsidiary, after giving effect to the extent (but only to applicable anti-assignment provisions of the extent) required to prevent the Collateral from including more than 65% of all voting Equity Interests in such Foreign SubsidiaryUCC, (C) any properties and assets with respect to which the Agent determines in its good faith judgment that the costs or other consequences of granting or perfecting a security interest therein are excessive in view of the benefits to be obtained by the Secured Parties, (D) any United States intent-to-use trademark Trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark Trademark applications under applicable federal law, (E) any real property, (F) any letter of credit rights to the extent any Grantor is required by applicable law to apply the proceeds of a drawing of such letter of credit for a specified purpose, (G) any governmental licenses or state or local franchises, charters and authorizations, to the extent security interests in such licenses, franchises, charters or authorizations are prohibited or restricted thereby after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code, and (DH) any property to the extent that the grant of a security interest therein is prohibited by any applicable law or regulation, requires a consent not obtained of any Governmental Authority pursuant to any applicable law or regulation, or is prohibited by, or constitutes would constitute a breach or default under or results would result in the termination termination, invalidation or abandonment 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 agreementagreement (the foregoing, except collectively, the “Excluded Assets”), provided that the foregoing limitation in clause (I) shall not affect, limit, restrict or impair the grant by a Grantor of a security interest pursuant to this Agreement in any asset or right to the extent that Sections 9-406 and 9-408 of the Uniform Commercial Code as in effect on the date hereof would permit (and excuse any default or violation resulting therefrom) the creation of a security interest in such asset or right notwithstanding such law or regulation or the term in provision of such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for prohibiting the creation of a security interest therein or shall render such prohibition, breach, default or termination or requiring such consent is ineffective under applicable lawprovision unenforceable. Each Original Lien Grantor shall upon request of the Agent use all commercially reasonable efforts to obtain any such required consent that is reasonably obtainable, it being understood and agreed that no Grantor shall be required to obtain any such consent if such Grantor reasonably determines in its good faith judgment that the costs of obtaining such consent is excessive in view of the benefits to be obtained by the Secured Parties thereby. (b) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (c) The Transaction Liens are granted as security only and shall not subject the Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.

Grant of Transaction Liens. (a) The Borrower, in order to secure the Secured all Obligations, and each Lien Grantor listed on the signature pages hereofGuarantor party hereto, in order to secure all Obligations, including its Transaction Obligations under its Secured Guarantee, grants to the Agent for the benefit of the Secured Parties a continuing security interest in all the following property of the Borrower or such Lien GrantorGuarantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) all Accounts; (ii) all Chattel Paper, including electronic chattel paper; (iii) all Money, Deposit Accounts, Commodity Accounts and Security Accounts; (iv) all Documents; (v) all EquipmentGoods, including Inventory, Equipment and fixtures; (vi) all General Intangibles (including (x) any Equity Interests in other Persons that do not constitute Investment Property and (y) any Intellectual Property); (vii) all Instruments; (viii) all InventoryInvestment Property; (ix) all Investment PropertyCommercial Tort Claims, including those described in Schedule 3; (x) all Letter-of-Credit Rights; (xi) all Supporting Obligations; (xii) all monies, whether or not in the possession or under the control of Agent, a Lender, or a bailee or Affiliate of Agent or a Lender, including any Cash Collateral; (xiii) all accessions to, substitutions for, and all replacements, products, and 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; (xiv) all vehicles and title documents with respect to vehicles; (xv) all other personal property whether or not subject to the Code; (xvi) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining to any of its Collateral; (xi) such Original Lien Grantor’s ownership interest in (1) its Collateral Accounts, (2) all Financial Assets credited to its Collateral Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Collateral Accounts from time to time and (4) all other money in the possession of the Agent; and (xiixvii) all Proceeds of the Collateral described in the foregoing clauses (i) through (xixvi); provided that the following property is excluded from the foregoing security interests: interests (it being understood that such grant will be applicable at such time as any such property or assets ceases to constitute Excluded Assets): (A) motor vehicles Excluded Equity Interests, (B) any lease, license or other agreement to the perfection extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement or create a right of termination in which is excluded from favor of any other party thereto (other than the Uniform Commercial Code in the relevant jurisdiction, (BBorrower or any other Grantor) voting Equity Interests in any Foreign Subsidiary, after giving effect to the extent (but only to applicable anti-assignment provisions of the extent) required to prevent the Collateral from including more than 65% of all voting Equity Interests in such Foreign SubsidiaryUCC, (C) any properties and assets with respect to which the Agent determines in its good faith judgment that the costs or other consequences of granting or perfecting a security interest therein are excessive in view of the benefits to be obtained by the Secured Parties, (D) any United States intent-to-use trademark Trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark Trademark applications under applicable federal law, (E) any letter of credit rights to the extent any Grantor is required by applicable law to apply the proceeds of a drawing of such letter of credit for a specified purpose, (F) any governmental licenses or state or local franchises, charters and authorizations, to the extent security interests in such licenses, franchises, charters or authorizations are prohibited or restricted thereby after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code, and (DG) any property to the extent that the grant of a security interest therein is prohibited by any applicable law or regulation, requires a consent not obtained of any Governmental Authority pursuant to any applicable law or regulation, or is prohibited by, or constitutes would constitute a breach or default under or results would result in the termination termination, invalidation or abandonment 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 agreementagreement (the foregoing, except collectively, the “Excluded Assets”), provided that the foregoing limitation in clause (G) shall not affect, limit, restrict or impair the grant by a Grantor of a security interest pursuant to this Agreement in any asset or right to the extent that Sections 9-406 and 9-408 of the Uniform Commercial Code as in effect on the date hereof would permit (and excuse any default or violation resulting therefrom) the creation of a security interest in such asset or right notwithstanding such law or regulation or the term in provision of such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for prohibiting the creation of a security interest therein or shall render such prohibition, breach, default or termination or requiring such consent is ineffective under applicable lawprovision unenforceable. Each Original Lien Grantor shall upon request of the Agent use all commercially reasonable efforts to obtain any such required consent that is reasonably obtainable, it being understood and agreed that no Grantor shall be required to obtain any such consent if such Grantor reasonably determines in its good faith judgment that the costs of obtaining such consent is excessive in view of the benefits to be obtained by the Secured Parties thereby. (b) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (c) The Transaction Liens are granted as security only and shall not subject the Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.

Grant of Transaction Liens. (a) The Borrower, in order to secure the Secured Obligations, and each Lien Grantor listed on the signature pages hereofIssuer, in order to secure its Transaction GuaranteeSecured Obligations, and each Guarantor listed on the signature pages hereof (other than the Company), in order to secure its Secured Guarantee and the Secured Guarantee of each other Guarantor, grants to the Collateral Agent for the benefit of the Secured Parties a continuing security interest in all the following property of the Borrower Issuer or such Lien GrantorGuarantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located:located (the “Non-Company Collateral”): (i) all Accounts; (ii) all Chattel Paper; (iii) all Deposit the Restricted Accounts; (iv) all Documents; (v) all Equipment; (vi) all General Intangibles (including (x) any Equity Interests in other Persons that do not constitute Investment Property and (y) any Intellectual Property); (vii) all Instruments; (viii) all Inventory; (ix) all Investment Property; (x) all Supporting Obligations; (xi) all books and records (including customer lists, credit files, computer programs, printouts and other computer generated materials and records) of such Original Lien Grantor pertaining to any of its Collateral; (xixii) such Original Lien Grantor’s ownership interest in (1) its Collateral Accounts, (2) all Financial Assets credited to its Collateral cash held in the Restricted Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Collateral Accounts from time to time and (4) all other money in the possession of the Agentadministrative agent under the ABL Facility (subject to the terms of the Junior Lien Intercreditor Agreement); (xiii) all other personal property or assets of such Grantor; and (xiixiv) all Proceeds of the Collateral described in the foregoing clauses (i) through (xixii); provided that the following property is Excluded Collateral are excluded from the foregoing security interests: ; provided further that the Non-Company Collateral shall not include Equity Interests other than (Ai) motor vehicles any Equity Interests directly owned by the perfection Issuer or a Guarantor of any Wholly Owned Domestic Subsidiary of the Issuer or such Guarantor, respectively, whether now owned or hereafter acquired and (ii) 100% of the Equity Interests directly owned by the Issuer or a security interest in which Guarantor of any Wholly Owned Subsidiary that is excluded from a Foreign Subsidiary of the Uniform Commercial Code in Issuer or such Guarantor, respectively, whether now owned or hereafter acquired; provided that the relevant jurisdiction, (B) Non-Company Collateral shall not include voting Equity Interests in any Foreign Subsidiary to the extent (but only to the extent) required to prevent the Non-Company Collateral from including more than 65% of the outstanding voting Equity Interests in such Foreign Subsidiary. (b) The Company, in order to secure its Secured Guarantee and the Secured Guarantee of each other Guarantor, grants to the Collateral Agent for the benefit of the Secured Parties a continuing security interest in (i) any Equity Interests directly owned by the Company of any Wholly Owned Domestic Subsidiary of the Company, whether now owned or hereafter acquired and (ii) 100% of the Equity Interests directly owned by the Company of any Wholly Owned Subsidiary that is a Foreign Subsidiary of the Company, whether now owned or hereafter acquired (the “Company Collateral”); provided that the Company Collateral shall not include voting Equity Interests in any Foreign Subsidiary that is not the Issuer or a Guarantor, to the extent (but only to the extent) required to prevent the Company Collateral from including more than 65% of all the outstanding voting Equity Interests in such Foreign Subsidiary, (C) United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law and (D) any property to the extent that the grant of a security interest therein is prohibited by any applicable law or regulation, requires a consent not obtained of any Governmental Authority pursuant to any applicable law or regulation, or 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 law or regulation 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. Each Original Lien Grantor shall use all reasonable efforts to obtain any such required consent that is reasonably obtainable. (bc) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (cd) The Transaction Liens are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.

Grant of Transaction Liens. (a) The BorrowerEach Grantor, in order to secure the Secured Obligations, and each Lien Grantor listed on the signature pages hereof, case in order to secure its Transaction GuaranteeSecured Obligations, grants to the Collateral Agent for the benefit of the Collateral Agent, the Trustee and the other Secured Parties and hereby reconfirms its grant to the Collateral Agent, for the benefit of the Collateral Agent, the Trustee and the other Secured Parties of, a continuing security interest in all the following property of the Borrower or such Lien Grantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) all Accounts; (ii) all Chattel PaperAs-Extracted Collateral; (iii) all Chattel Paper, (iv) all cash and Deposit Accounts; (ivv) the Commercial Tort Claims described in Schedule 5; (vi) all Contracts; (vii) all Documents; (vviii) all Equipment; (viix) all Fixtures; (x) all General Intangibles (including any Equity Interests in other Persons that do not constitute Investment Property)Intangibles; (viixi) all Instruments; (viiixii) all Intellectual Property; (xiii) all Inventory; (ixxiv) all Investment Property; (xxv) all Letter-of-Credit Rights; (xvi) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining to any of its Collateral; (xixvii) such Original Lien Grantor’s ownership interest in (1A) its Collateral Accounts, (2B) all Financial Assets credited to its Collateral Accounts from time to time and all Security Entitlements in respect thereof, and (3C) all cash held in its Collateral Accounts from time to time and (4) all other money in the possession of the Agenttime; and (xiixviii) all Proceeds of the Collateral described in the foregoing clauses (i) through (xixvii); provided that the following property Excluded Collateral is excluded from the foregoing security interests: (A) motor vehicles ; and provided further that the perfection security interests granted hereunder shall include the right of a security interest the applicable Grantor to receive all proceeds derived from or in which is excluded from connection with the Uniform Commercial Code in sale, assignment or transfer of the relevant jurisdiction, (B) voting Equity Interests in any Foreign Subsidiary, to the extent (Excluded Collateral but only to the extent) required to prevent the Collateral from including more than 65% of all voting Equity Interests in such Foreign Subsidiary, (C) United States intent-to-use trademark applications to the extent that, and solely during only for so long as, such proceeds are not properties that would constitute the period Excluded Collateral themselves. (b) Notwithstanding the foregoing or anything in whichthis Agreement or any other Security Document to the contrary, (i) remedies with respect to Collateral as to which creation and perfection is governed by a Mortgage but also included in the definition of Collateral under this Agreement shall be governed by the provisions of the applicable Mortgage, (ii) the creation (other than by this Agreement) or perfection of pledges of or security interests in particular assets will not be required if, and for so long as, the grant creation or perfection of such security interests would require a foreign law governed security or pledge agreement, and (iii) no Grantor shall be required (A) to take steps to perfect the security interest therein would impair in Excluded Accounts, (B) to take steps to perfect the validity security interests in property and assets (other than deposit, securities and commodities accounts) requiring perfection through control agreements (other than the filing a financing statement under the Uniform Commercial Code of any applicable jurisdiction to the extent such security interest can be perfected by such filing), (C) to take steps to perfect the security interests granted hereunder by indicating such security interest on the certificate of title for any motor vehicle asset or enforceability other asset that is covered by a certificate of such intent-to-use trademark applications under applicable federal law and title, (D) to take steps to perfect the security interest in Letter-of-Credit Rights (other than the filing a financing statement under the Uniform Commercial Code of any property applicable jurisdiction to the extent such security interest can be perfected by such filing), (E) to seek any third party consent, or (F) to take steps to perfect the security interests granted hereunder in any commercial tort claims. In addition, the Lien on certain items of Collateral will not be required to be perfected (or perfected by a particular method) to the extent that the grant of a security interest therein is prohibited administrative agent for the Credit Agreement does not require such Lien to be perfected (or perfected by any applicable law or regulation, requires a consent not obtained of any Governmental Authority pursuant to any applicable law or regulation, or is prohibited by, or constitutes a breach or default such particular method) 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 law or regulation 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. Each Original Lien Grantor shall use all reasonable efforts to obtain any such required consent that is reasonably obtainableCredit Agreement. (bc) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (cd) The Transaction Liens are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.

Grant of Transaction Liens. (a) The BorrowerExcept as set forth on Schedule 1 hereto, the Company, in order to secure the Secured Obligations, and each Lien Grantor Guarantor listed on the signature pages hereof, in order to secure its Transaction Secured Guarantee, grants to the Agent for the benefit of the Secured Parties Party a continuing security interest in all of the following personal property of the Borrower Company or such Lien GrantorGuarantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located, including: (i) all Accounts; (ii) all Chattel Paper; (iii) all Deposit AccountsDocuments; (iv) all DocumentsEquipment; (v) all Equipment; (vi) all General Intangibles (including any Equity Interests in other Persons that do not constitute Investment Property); (vi) all Copyrights, Patents, Trademarks, Licenses, drawings, technical information, marketing plans, customer lists, trade secrets, proprietary or confidential information, inventions (whether or not patentable), procedures, know-how and models; (vii) all Instruments; (viii) all Inventory; (ix) all Investment Property; (x) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining to any of its Collateral; (xi) such Original Lien Grantor’s ownership interest in [intentionally omitted] (1) its Collateral Accounts, (2) all Financial Assets credited to its Collateral Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Collateral Accounts from time to time and (4xii) all other money in the possession goods and personal property of the AgentCompany, wherever located, whether tangible or intangible, and whether now owned or hereafter acquired, existing, leased or consigned by or to Company; and (xiixiii) all Proceeds of the Collateral described in the foregoing clauses (i) through (xixii); provided that the following property is excluded from the foregoing security interests: (A) motor vehicles the perfection of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction, (B) voting Equity Interests in any Foreign Subsidiary, to the extent (but only to the extent) required to prevent the Collateral from including more than 65% of all voting Equity Interests in such Foreign Subsidiary, (C) United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law and (D) any property to the extent that the grant of a security interest therein is prohibited by any applicable law or regulation, requires a consent not obtained of any Governmental Authority pursuant to any applicable law or regulation, or 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 law or regulation 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. Each Original Lien Grantor shall use all reasonable efforts to obtain any such required consent that is reasonably obtainable. (b) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (c) The Transaction Liens are granted as security only and shall not subject the Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.

Grant of Transaction Liens. (a) The BorrowerEach Lien Grantor, in order to secure the Secured Obligations, and each Lien Grantor listed on the signature pages hereof, in order to secure its Transaction Guarantee, grants to the Administrative Agent for the benefit of the Secured Parties a continuing security interest in all the following property of the Borrower or such Lien Grantor, as the case may be, Grantor whether now owned or existing or hereafter acquired or arising and regardless of where located:, subject to the exceptions set forth in Section 2(b): (i) all Accounts; (ii) all Chattel Paper; (iii) all Deposit Accounts; (iv) all Documents; (v) all Equipment (other than any Equipment subject to a Lien permitted under Section 6.02 (iv), (v) and (x) of the Credit Agreement, but only so long as such Lien secures any Indebtedness (including Capital Lease Obligations) the proceeds of which have been applied to finance the acquisitions and/or construction of such Equipment); (vi) all General Intangibles (including any Equity Interests in other Persons that do not constitute Investment Property); (vii) all Instruments; (viii) all Inventory; (ix) all Investment Property; (x) all Letter-of-Credit Rights; (xi) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining to any of its Collateral; (xixii) such Original Lien Grantor’s 's ownership interest in (1) its Collateral Accounts, (2) all Financial Assets credited to its Collateral Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Collateral Accounts from time to time and (4) all other money in the possession of the Administrative Agent; and (xiixiii) all Proceeds of the Collateral described in the foregoing clauses (i) through (xixii); provided that the following property is excluded from the foregoing security interests: . (Ab) motor vehicles the perfection of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction, The Collateral shall not include: (Bi) voting any Equity Interests in any Foreign Subsidiary or any Unrestricted Subsidiary; (ii) any land or interest in land, including any ground lease, easement, right-of-way, license, use or possessory interest in, to or under land or water or any underground or underwater ductwork, tunnels, vaults, landing points or other structures in, to or under which fiber may be installed; (iii) any ADP Property; (iv) any assets now or hereafter owned by the Borrower to the extent (but and only to the extentextent such assets are used solely by the Borrower's broadband media unit in its business of providing domestic and international transmission of live and non-live media content through integrated fiber-optic, satellite and teleport services to media content service providers, including any such asset constituting the application infrastructure referred to as "MediaXtranet(SM)" and those assets listed on Schedule 3; provided that any Specified Security shall not be excluded from the Collateral; provided further that in no event shall (i) required to prevent fiber optic cable (including the Collateral from including more than 65% of all voting Equity Interests in such Foreign Subsidiaryoptic fibers and sheathing), (Cii) United States intent-to-use trademark applications conduit, (iii) regenerator, terminal, splice and junction facilities for fiber optic cable, (iv) switching, electronic and optronic equipment and software to process signals and light the optic fibers ("Signal Equipment"), (v) racks, power, alarm, HVAC and other equipment and systems used to operate the Signal Equipment and (vi) other equipment, fixtures, inventory, parts and supplies relating to the extent thatBorrower's national intercity network be excluded from the Collateral. As of the Amendment No. 4 Effective Date, substantially all of the Borrower's broadband media unit operations are conducted through the Borrower's Vyvx Services division and solely during the period in whichgross and net plant, property and equipment of the grant of Borrower's broadband media unit are approximately $189.5 million and $97.0 million, respectively; and (v) any assets subject to a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications Lien permitted under applicable federal law clauses (iv), (v), (viii) and (Dx) any property to of Section 6.02(a) of the extent that Credit Agreement but only if and for so long as the grant document granting or governing such Permitted Lien prohibits the granting of a security interest therein is prohibited by any applicable law or regulation, requires a consent not obtained of any Governmental Authority pursuant to any applicable law or regulation, or 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 another Lien on such property or, in the case of any Investment Property, any applicable shareholder or similar agreement, except to the extent that such law or regulation 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. Each Original Lien Grantor shall use all reasonable efforts to obtain any such required consent that is reasonably obtainableassets. (bc) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (cd) The Transaction Liens are granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith. (e) Each Secured Party acknowledges that certain Collateral including customer lists is subject to confidentiality provisions applicable thereto.

Grant of Transaction Liens. (a) The BorrowerBorrower and each Guarantor, in order to secure the Secured Obligations, and each Lien Grantor listed on the signature pages hereof, case in order to secure its Transaction GuaranteeSecured Obligations, grants to the Administrative Agent for the benefit of the Secured Parties and hereby reconfirms its grant to the Administrative Agent, for the benefit of the Secured Parties of, a continuing security interest in all the following property of the Borrower or such Lien GrantorGuarantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) all Accounts; (ii) all Chattel PaperAs-Extracted Collateral; (iii) all Chattel Paper, (iv) all cash and Deposit Accounts; (ivv) the Commercial Tort Claims described in Schedule 3; (vi) all Contracts; (vii) all Documents; (vviii) all Equipment; (viix) all Fixtures; (x) all General Intangibles (including any Equity Interests in other Persons that do not constitute Investment Property)Intangibles; (viixi) all Instruments; (viiixii) all Intellectual Property; (xiii) all Inventory; (ixxiv) all Investment Property; (xxv) all Letter-of-Credit Rights; (xvi) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining to any of its Collateral; (xixvii) such Original Lien Grantor’s ownership interest in (1) its Collateral Accounts, (2) all Financial Assets credited to its Collateral Accounts from time to time and all Security Entitlements in respect thereof, and (3) all cash held in its Collateral Accounts from time to time and (4) all other money in the possession of the Agenttime; and (xiixviii) all Proceeds of the Collateral described in the foregoing clauses (i) through (xixvii); provided that the following property is excluded from the foregoing security interests: (A) motor vehicles or any other property that is covered by a certificate of title, the perfection of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction, (B) voting Equity Interests in any the Excluded Subsidiaries (other than Foreign Subsidiary, to Subsidiaries and Disregarded Domestic Persons which the extent parties acknowledge are addressed in clause (but only to the extentF) required to prevent the Collateral from including more than 65% of all voting Equity Interests in such Foreign Subsidiarybelow) and Wyoming Quality Healthcare Coalition, (C) United States capital credits relating to the membership interests of Xxxxxxx Mining LLC in the Tri-County Electric Association, Inc., a Wyoming power cooperative; and Powder River Energy Corporation, a Wyoming power cooperative, (D) interests in partnerships, joint ventures and non-wholly-owned subsidiaries which cannot be pledged without the consent of one or more third parties that are not Credit Parties, after giving effect to the Uniform Commercial Code of any applicable jurisdiction and other applicable law, (E) Equity Interests in Immaterial Subsidiaries, (F) Equity Interests in Foreign Subsidiaries or Disregarded Domestic Persons other than 66% of each class of the voting Equity Interests and 100% of the non-voting Equity Interests of such first-tier Foreign Subsidiaries and Disregarded Domestic Persons, (G) margin stock, (H) properties to the extent a security interest therein would result in material adverse tax consequences as reasonably determined by the Borrower in consultation with the Administrative Agent, (I) all foreign Intellectual Property, (J) any “intent-to-use use” trademark applications prior to the extent filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications application under applicable federal law law, (K) properties that are subject to Liens that are referred to in Section 8.2.2(v) or 8.2.2(xi) of the Credit Agreement so long as the beneficiary of such Lien prohibits the Transaction Lien, (L) properties to the extent the creation of a security interest therein is limited as provided in clause (b)(i) below, and (DM) any property properties to the extent that (but only to the extent that, and only for so long as) the grant of a security interest therein is prohibited by any applicable law or regulation, requires a consent consent, approval, license or authorization not obtained of any Governmental Authority Entity pursuant to any applicable law or regulation, or is prohibited by, or constitutes a change in control, breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, permit, 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 law or regulation or the term in such contract, license, permit, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, change of control, breach, default or termination or requiring such consent is ineffective under applicable lawlaw (including without limitation Sections 9-406, 9-407, 9-408 and 9-409 of the UCC in any applicable jurisdiction, the Bankruptcy Code and any similar state insolvency laws, or general principles of equity) to prevent the creation or attachment of the security interests granted hereunder; and provided further that the security interests granted hereunder shall include the right of the applicable Grantor to receive all proceeds derived from or in connection with the sale, assignment or transfer of the foregoing in items (A) through (M) of the immediately preceding proviso but only to the extent that, and only for so long as, such proceeds are not properties that would be excluded under any of the foregoing clauses (A) through (M). Each Original Lien Grantor shall upon request of the Administrative Agent use all commercially reasonable efforts to obtain any such required consent that is reasonably obtainable, provided that it is understood that (I) no such efforts shall be required with respect to (x) any joint venture agreement with respect to a Person that is not a Restricted Subsidiary, (y) any permit issued by, and any LBM, LBA or other coal lease entered into or granted by, a Governmental Entity or (z) as in effect on the Effective Date, any private coal lease or any coal purchase or coal supply contract and that (II) use of “commercially reasonable efforts” to permit or obtain consent to any such assignment with respect to any private coal lease or any coal purchase or coal supply contract entered into after the Effective Date shall not be deemed to require any Grantor to agree to commercial terms that, in the aggregate, such Grantor determines in good faith are materially less advantageous to such Grantor in relation to the overall terms of such agreement. Notwithstanding anything in this Agreement or any other Security Document to the contrary, (i) this Agreement shall not, at any time, constitute a grant of a security interest in, or an assignment of, and “Collateral” shall not include any Letter -of -Credit Rights to the extent a Grantor is required by applicable law to apply the proceeds of a drawing of such Letter of Credit for a specified purpose and (ii) remedies with respect to Collateral as to which creation and perfection is governed by a Mortgage but also included in the definition of Collateral under this Agreement shall be governed by the provisions of the applicable Mortgage. (b) Notwithstanding the foregoing or anything herein to the contrary, (i) the creation (other than by this Agreement) or perfection of pledges of or security interests in particular assets will not be required if, and for so long as, the cost and burden to such Grantor of creating or perfecting such pledges or security interests in such assets is excessive in view of the benefits to be obtained by the Secured Parties therefrom, as reasonably determined by the Borrower and the Administrative Agent, (ii) the creation (other than by this Agreement) or perfection of pledges of or security interests in particular assets will not be required if, and for so long as, the creation or perfection of such security interests would require a foreign law governed security or pledge agreement and (iii) no Grantor shall be required (A) to take steps to perfect the security interest in cash and cash equivalents, deposit, securities and commodities accounts (including securities entitlements and related assets) (other than the filing a financing statement under the Uniform Commercial Code of any applicable jurisdiction to the extent such security interest can be perfected by such filing), (B) to take steps to perfect the security interests granted hereunder by indicating such security interest on the certificate of title for any motor vehicle asset or other asset that is covered by a certificate of title, (C) to take steps to perfect the security interest in Letter-of-Credit Rights (other than the filing a financing statement under the Uniform Commercial Code of any applicable jurisdiction to the extent such security interest can be perfected by such filing), (D) to seek any consent with respect to the matters referred to in the penultimate sentence of clause (a) above except on the conditions and subject to the terms set forth in such sentence, (E) to take steps to perfect the security interests granted hereunder in any commercial tort claims, or (F) to take steps to perfect the security interests granted hereunder in any property which perfection is achieved through any control agreement. (c) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (cd) The Transaction Liens are granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.

Grant of Transaction Liens. (a) The BorrowerLien Grantor, in order to secure the Secured Obligations, and each Lien Grantor listed on the signature pages hereof, in order to secure its Transaction Guarantee, grants to the Collateral Agent for the benefit of the Secured Parties a continuing security interest in all the following property of the Borrower or such Lien Grantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located:, subject to the exceptions set forth in Section 2(b): (i) all AccountsInventory; (ii) all Chattel PaperReceivables; (iii) all Deposit AccountsContracts; (iv) all DocumentsBlocked Accounts and the Cash Collateral Account; (v) all Equipment; (vi) all General Intangibles (including any Equity Interests in other Persons that do not constitute Investment Property); (vii) all Instruments; (viii) all Inventory; (ix) all Investment Property; (x) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original the Lien Grantor pertaining to any of its Collateral; (xi) such Original Lien Grantor’s ownership interest in (1) its Collateral Accounts, (2) all Financial Assets credited to its Collateral Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Collateral Accounts from time to time and (4) all other money in the possession of the Agent; and (xiivi) all other Proceeds of the Collateral described in the foregoing clauses (i) through (xiiv); provided that the following property is excluded from the foregoing security interests: (A) motor vehicles the perfection of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction, (B) voting Equity Interests in any Foreign Subsidiary, to the extent (but only to the extent) required to prevent the Collateral from including more than 65% of all voting Equity Interests in such Foreign Subsidiary, (C) United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law and (D) any property to the extent that the grant of a security interest therein is prohibited by any applicable law or regulation, requires a consent not obtained of any Governmental Authority pursuant to any applicable law or regulation, or 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 law or regulation 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. Each Original Lien Grantor shall use all reasonable efforts to obtain any such required consent that is reasonably obtainable. (b) The Collateral shall not include Transferred Receivables and (i) rights to payment and collections in respect of such Transferred Receivables, (ii) security interests or Liens and property subject thereto purporting to secure or guarantee payment of such Transferred Receivables, (iii) guarantees, letters of credit, acceptances, insurance and other arrangements from time to time supporting or securing payment of such Transferred Receivables, (iv) all invoices, documents, books, records and other information with respect to such Transferred Receivables or the obligors thereon, (v) with respect to any such Transferred Receivables, the transferee’s interest in the product (including returned product), the sale of which by such transferee gave rise to such Transferred Receivables and (vi) all Proceeds of the items described in subclauses 2(b)(i) through 2(b)(v) (collectively, the “Related Transferred Rights”). (c) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in all right, title and interest of the Lien Grantor in and to (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (cd) The Transaction Liens are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any the Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.

Grant of Transaction Liens. (a) The BorrowerIssuer and each Guarantor, in order to secure the payment or performance of the Secured Obligations, and each Lien Grantor listed on the signature pages hereof, in order to secure its Transaction Guarantee, Obligations grants to the Collateral Agent for the ratable benefit of the Secured Parties a continuing security interest in all the following property of the Borrower right, title and interests of the Issuer or such Lien GrantorGuarantor, as the case may be, in, to, and under the following property, whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) all Accounts; (ii) all Chattel Paper; (iii) all Money and Deposit Accounts; (iv) all Documents; (v) all Equipment; (vi) all General Intangibles (including including, without limitation, any Equity Interests in other Persons that do not constitute Investment Property); (vii) all Instruments; (viii) all Inventory; (ix) all Investment Property; (x) the Commercial Tort Claims described in Schedule 3 (as such Schedule may be supplemented from time to time); (xi) all Letter-of-Credit Rights; (xii) all Intellectual Property; (xiii) all Goods not otherwise described above; (xiv) such Grantor’s ownership interest in (1) its Controlled Deposit Accounts, (2) all Financial Assets credited to its Controlled Deposit Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Controlled Deposit Accounts from time to time and (4) all other money in the possession of the Collateral Agent; ​ (xv) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining to any of its Collateral; (xi) such Original Lien Grantor’s ownership interest in (1) its Collateral Accounts, (2) or all Financial Assets credited to its Collateral Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Collateral Accounts from time to time and (4) all other money in the possession of the Agentforegoing; and (xiixvi) to the extent not otherwise included, all Proceeds of the Collateral described in the foregoing clauses (i) through (xixv) (all of the above, the “Collateral”); provided that the following property (collectively, the “Excluded Assets”) is excluded from the foregoing security interests: (A) motor vehicles the perfection of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction, (B) voting Equity Interests in any Foreign Subsidiary, to the extent (but only to the extent) required to prevent the Collateral from including more than 65% of all voting Equity Interests in such Foreign Subsidiary, (C) United States “intent-to-use trademark applications use” Trademark application prior to the extent filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period period, if any, in which, the grant of a security interest therein would impair impact the validity or enforceability of such intent-to-use trademark applications application under applicable federal law and law, (C) any permit or license or any contractual obligation entered into by a Grantor that prohibits or requires the consent of any Person other than the Issuer or any of its subsidiaries as a condition to the creation by such Grantor of a Lien on any right, title or interest in such permit, license or contractual agreement, except to the extent such prohibition or consent requirement is ineffective under applicable law, (D) any property to the extent that the grant of a security interest therein is prohibited by any applicable law or regulation, requires a consent not obtained of any Governmental Authority governmental authority pursuant to any applicable law or regulation, or 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 law or regulation 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 lawlaw and (E) those assets as to which the Collateral Agent and the Issuer shall reasonably determine, in writing, that the cost or other consequence of obtaining a lien thereon or perfection thereof are excessive in relation to the benefit to the Secured Parties of the security to be afforded thereby. Each Original Lien Grantor shall upon request of the Collateral Agent use all reasonable efforts to obtain any such required consent that is reasonably obtainable.. Notwithstanding anything herein to the contrary, the parties acknowledge and agree that the “Collateral” of any Israeli Grantor shall only include Intellectual Property registered in the United States of America; provided that in respect of any such Collateral constituting IIA-Funded Know-How, the creation of any security interest over such Collateral and any enforcement thereof shall be (x) subject to the IIA Restrictions (including the Research Law and the IIA Approval) and (y) separately governed by the laws of the State of Israel and subject to the exclusive jurisdiction of the Israeli courts. Notwithstanding anything contained herein or in any other Note Document to the contrary, in no event shall the Collateral Agent be deemed to have been granted a security interest in, nor shall the Collateral Agent have any obligations with respect to or liability in connection with, any Collateral constituting IIA-Funded Know-How Collateral. In furtherance of, and without limiting the generality of the foregoing, in no event shall the Collateral Agent have any obligations with respect to, or liability for, any Collateral governed by the laws of the State of Israel and/or located (and in the case of any Intellectual Property constituting Collateral, registered) in the State of Israel. ​ ​ (b) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (c) The Transaction Liens are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.

Grant of Transaction Liens. (a) The Borrower, in order to secure the Secured Obligations, and each Lien Grantor Guarantor listed on the signature pages hereof, in order to secure its Transaction Secured Guarantee, grants to the Collateral Agent for the benefit of the Secured Parties a continuing security interest in all the following property of the Borrower or such Lien GrantorGuarantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located:, subject to the exceptions set forth in Section 3(b): (i) all Accounts; (ii) all Chattel Paper; (iii) all Deposit AccountsDocuments; (iv) all DocumentsEquipment; (v) all Equipment; (vi) all General Intangibles (including any Equity Interests in other Persons that do not constitute Investment Property and any Intellectual Property); (vi) all Instruments; (vii) all InstrumentsInventory; (viii) all InventoryInvestment Property; (ix) all Investment PropertyLetter-of-Credit Rights; (x) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining to any of its Collateral; (xi) such Original Lien Grantor’s ownership interest in (1) its Collateral Accounts, (2) all Financial Assets credited to its Collateral Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Collateral Accounts from time to time and (4) all other money in the possession of the Agent; and (xiixi) all Proceeds of the Collateral described in the foregoing clauses (i) through (xix); provided that . (b) The Collateral shall not include: (i) any Equity Interest in or any Debt issued by any Domestic Subsidiary or any Restricted Subsidiary (as defined in the following property Indenture); (ii) any Operating Property; (iii) any assets the grant of a security interest in which is excluded from prohibited by Section 5.2(a) of the foregoing security interests: Existing Receivables Facility as in effect on the date hereof for so long as such facility remains in effect; (Aiv) motor vehicles the perfection of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction, ; (Bv) voting Equity Interests in any Foreign Subsidiary, to the extent (but only to the extent) required to prevent the Collateral from including more than 6566% of all voting Equity Interests in such Foreign Subsidiary; (vi) any assets subject to a Permitted Lien, if and for so long as the document granting or governing such Permitted Lien validly prohibits the granting of another Lien on such assets; (Cvii) United States intent-to-use trademark applications to Equipment leased by an Original Lien Grantor under a lease, if and for so long as such lease validly prohibits the extent that, and solely during the period in which, the grant granting of a security interest therein would impair the validity or enforceability of Lien on such intent-to-use trademark applications under applicable federal law and Equipment; and (Dviii) any property general intangibles or other rights arising under any contract, instrument, license or other document if (but only to the extent that and only for so long as) the grant of a security interest therein is validly prohibited by any applicable law or regulation, requires a consent not obtained of any Governmental Authority pursuant to any applicable law or regulation, or 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 validly made subject to the extent that such law or regulation or the term in such contractconsent of a third party, 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. Each Original Lien Grantor unless and until all required consents shall use all reasonable efforts to obtain any such required consent that is reasonably obtainablehave been obtained. (bc) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (cd) The Transaction Liens are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.

Grant of Transaction Liens. (a) The BorrowerCompany, in order to secure the Secured Obligations, and each Lien Grantor Subsidiary Guarantor listed on the signature pages hereof, in order to secure its Transaction Secured Guarantee, grants to the Agent for the benefit of the Secured Parties a continuing security interest in all right, title and interest of the Company or such Subsidiary Guarantor, as the case may be, in, to and under the following property of the Borrower Company or such Lien GrantorSubsidiary Guarantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) all Accounts; (ii) all Chattel Paper; (iii) the Commercial Tort Claims described in Schedule 3; (iv) all Deposit Accounts; (ivv) all Documents; (vvi) all Equipment; (vivii) all General Intangibles (including any Equity Interests in other Persons that do not constitute Investment PropertyProperty and any payments or other collections received in respect of the D&O Loans); (viiviii) all Instruments; (viiiix) all Inventory; (ixx) all Investment Property; (xxi) all Letter-of-Credit Rights; (xii) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining to any of its Collateral; (xixiii) such Original Lien Grantor’s 's ownership interest in (1) its 1)its Collateral Accounts, (2) all Financial Assets credited to its Collateral Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Collateral Accounts from time to time and (4) all other money in the possession of the Agent; and (xiixiv) all Proceeds of the Collateral described in the foregoing clauses (i) through (xixiii); provided that the following property is excluded from the foregoing security interests: (A) motor vehicles the perfection of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction, (B) voting Equity Interests in any Foreign Subsidiary, to the extent (but only to the extent) required to prevent the Collateral from including more than 65% of all voting Equity Interests in such Foreign Subsidiary, (C) United States intent-to-use trademark applications Equipment leased by an Original Lien Grantor under a lease that prohibits the granting of a Lien on such Equipment, (D) Deposit Accounts and Securities Accounts that satisfy the applicable conditions set forth in the proviso to the first sentence of Section 6.15(c) of the Credit Agreement and (E) any general intangibles or other rights arising under any contract, instrument, license or other document if (but only to the extent that, and solely during the period in which, ) the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law and (D) any property to the extent that the grant constitute a material violation of a security interest therein is prohibited by any applicable law or regulationvalid and enforceable restriction in favor of a third party, requires a consent not obtained of any Governmental Authority pursuant to any applicable law or regulation, or 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 law or regulation 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 lawunless and until all required consents shall have been obtained. Each Original Lien Grantor shall use all commercially reasonable efforts to obtain any such required consent that is reasonably obtainable. (b) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (c) The Transaction Liens are granted as security only and shall not subject the Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith. (d) If the governmental body or official having jurisdiction over any Regulated Subsidiary determines that the pledge of the shares of capital stock of such Regulated Subsidiary hereunder constitutes the acquisition of or a change of control with respect to such Regulated Subsidiary as to which the prior approval of such governmental body or official was required, then, immediately upon the relevant Lien Grantor's (1) written memorialization of oral notice or (2) receipt of written notice from such governmental body or official of such determination and without any action on the part of the Agent or any other Person, such pledge shall be rendered void ab initio and of no effect. Upon any such occurrence, (i) the Agent shall, at such Lien Grantor's written request and expense, return all certificates representing such capital stock to such Lien Grantor and execute and deliver such documents as such Lien Grantor shall reasonably request to evidence such Lien Grantor's retention of all rights in such capital stock and (ii) such Lien Grantor shall, if requested by the Agent or the Required Banks, promptly submit a request to the relevant governmental body or official for approval of the pledge of such shares to the Agent hereunder and, upon receipt of such approval, shall forthwith deliver to the Agent certificates representing all the outstanding shares of capital stock of such Regulated Subsidiary (subject to the limitation in Section 13(m) if such Regulated Subsidiary is a Foreign Subsidiary) to be held as Collateral hereunder.

Grant of Transaction Liens. (a) The BorrowerCompany, in order to secure the Secured Obligations, and each Lien Grantor Subsidiary Guarantor listed on the signature pages hereof, in order to secure its Transaction Secured Guarantee, grants to the Agent for the benefit of the Secured Parties a continuing security interest in all right, title and interest of the Company or such Subsidiary Guarantor, as the case may be, in, to and under the following property of the Borrower Company or such Lien GrantorSubsidiary Guarantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located:located (the “Collateral”): (i) all Accounts; (ii) all Chattel Paper; (iii) all Deposit Accountsthe Commercial Tort Claims described in Schedule 4; (iv) all Documentscash and Deposit Accounts; (v) all Documents; (vi) all Equipment; (vivii) all General Intangibles (including any Equity Interests in other Persons that do not constitute Investment Property); (viiviii) all Instruments; (viiiix) all Inventory; (ixx) all Investment Property; (xxi) all Letter-of-Credit Rights; (xii) all Intellectual Property; (xiii) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining to any of its Collateral; (xixiv) such Original Lien Grantor’s ownership interest in (1) its Collateral 1)its Commodity Accounts, Deposit Accounts and Securities Accounts, (2) all 2)all Financial Assets credited to its Collateral Accounts such accounts from time to time and all Security Entitlements in respect thereof, and (3) all 3)all cash held in its Collateral Accounts such accounts from time to time and (4) all other money in the possession of the Agenttime; and (xiixv) all Supporting Obligations and Proceeds of the Collateral described in the foregoing clauses (i) through (xixiv); provided that the Collateral shall not include any of the following property is excluded from the foregoing security interests: (“Excluded Property”): (A) motor vehicles the perfection and other assets subject to certificates of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdictiontitle, (B) voting Equity Interests Voting Stock in any first-tier Foreign Subsidiary, to the extent (but only to the extent) required to prevent the Collateral from including more than 65% of all voting Equity Interests in the outstanding Voting Stock of such first-tier Foreign Subsidiary, (C) United States property or assets (including Capital Stock and Voting Stock) of any Foreign Subsidiary that is not a first-tier Foreign Subsidiary, (D)Letter-of-Credit Rights to the extent a Lien thereon cannot be perfected by the filing of UCC financing statements, (E) Equipment leased by an Original Lien Grantor under a lease that prohibits the granting of a Lien on such Equipment, (F) any Deposit Account or Securities Account maintained (1) for the purpose of funding payroll, payroll taxes and other compensation and benefits to employees or other employee wage and benefit accounts, or (2) as a trust account, and, in each case, the funds in such Deposit Account or Securities Account, (G) intent-to-use trademark Trademark applications solely to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-intent to use trademark Trademark applications or any registrations that issue therefrom under applicable United States federal law and law, (DH) any contract, permit, lease, license, property right or agreement, or any of the applicable Lien Grantor’s rights or interest thereunder, to the extent that the grant of a security interest therein would result in the invalidity of, or a breach, termination or default under, such contract, permit, lease, license, property right or agreement (in each case, other than to the extent that the relevant term thereof would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC of any relevant jurisdiction or any other provision of applicable law), (I) any leasehold improvements to the extent that the grant of a security interest therein would violate the related lease, (J) assets located outside the United States to the extent a Lien on such assets cannot be perfected by the filing of UCC financing statements, (K) assets subject to a purchase money lien, capitalized lease obligation or similar arrangement, in each case permitted by the Credit Agreement, to the extent that the contract or other agreement in which such Lien is granted (or the documentation providing for such capitalized lease obligation or similar arrangement) prohibits such assets from being Collateral and only for so long as such Lien remains outstanding, (L) any real property or real property interests (including leasehold interests) other than Material Real Property, (M) Margin Stock, (N) Capital Stock of any Person that is not a Wholly-Owned Subsidiary of the Company, to the extent not permitted by the terms of such Person’s Organization Documents, (O) any assets to the extent a security interest in such assets would result in material adverse tax consequences as reasonably determined by the Company and the Agent, (P) any property or asset if and to the extent that a security interest therein is prohibited or restricted by any applicable law law, rule or regulation, requires a regulation (including any requirement to obtain the consent not obtained of any Governmental Authority pursuant to any applicable law or regulation, or 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 orthird party), in the case of any Investment Propertyeach case, any applicable shareholder or similar agreement, except other than to the extent that such law or regulation or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such relevant prohibition, breachrestriction or requirement would be rendered ineffective pursuant to Sections 9-406, default 9-407, 9-408 or termination 9-409 of the UCC of any relevant jurisdiction or requiring such consent is ineffective under any other provision of applicable law, (Q) assets for which the cost of granting or obtaining a security interest in favor of the Agent, for the benefit of the Secured Parties, would exceed the practical benefit to the Lenders afforded thereby, as reasonably determined by the Company and the Agent, and (R) proceeds and products of any and all of the foregoing Excluded Property described in clauses (A) through (Q) above and this clause (R) only to the extent such proceeds and products would constitute property or assets of the type described in any of clauses (A) through (Q) above or this clause (R). Each Original Notwithstanding anything herein to the contrary, all assets of Insurance Subsidiaries (including cash and Cash Equivalents temporarily held by Lien Grantor Grantors on behalf of, and for the benefit of, Insurance Subsidiaries) shall use all reasonable efforts to obtain any such required consent that is reasonably obtainablebe Excluded Property and shall not be part of the Collateral. (b) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation.[reserved] (c) The Transaction Liens are granted as security only and shall not subject the Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith. (d) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, if the governmental body or official having jurisdiction over any Regulated Subsidiary determines that the pledge of the shares of Capital Stock of such Regulated Subsidiary hereunder constitutes the acquisition of or a change of control with respect to such Regulated Subsidiary as to which the prior approval of such governmental body or official was required, then, immediately upon the relevant Lien Grantor’s (1) written memorialization of oral notice or (2) receipt of written notice from such governmental body or official of such determination and without any action on the part of the Agent or any other Person, such pledge shall be rendered void ab initio and of no effect. Upon any such occurrence, (i) the Agent shall, at such Lien Grantor’s written request and expense, return all certificates representing such Capital Stock to such Lien Grantor and execute and deliver such documents as such Lien Grantor shall reasonably request to evidence such Lien Grantor’s retention of all rights in such Capital Stock and (ii) such Lien Grantor shall, if reasonably requested by the Agent or the Required Lenders, promptly submit a request to the relevant governmental body or official for approval of the pledge of such shares to the Agent hereunder and, upon receipt of such approval, shall forthwith deliver to the Agent certificates representing all the outstanding shares of Capital Stock of such Regulated Subsidiary (except to the extent such Capital Stock is Excluded Property) to be held as Collateral hereunder.

Grant of Transaction Liens. (a) The BorrowerEach Issuer, in order to secure the Secured Obligations, and each Lien Grantor Subsidiary Guarantor listed on the signature pages hereof, in order to secure its Transaction Note Guarantee, grants to the Collateral Agent for the benefit of the Secured Parties a continuing security interest in all the following property of the Borrower such Issuer or such Lien GrantorSubsidiary Guarantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) all Accounts; (ii) all Chattel Paper; (iii) all Deposit Accounts; (iv) all Documents; (v) all Equipment; (vi) all General Intangibles (including any Equity Interests in other Persons that do not constitute Investment Property); (vii) all Instruments; (viii) all Inventory; (ix) all Investment Property; (x) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining to any of its Collateral; (xi) such Original Lien Grantor’s ownership interest in (1) its Collateral Accounts, (2) all Financial Assets credited to its Collateral Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Collateral Accounts from time to time and (4) all other money in the possession of the Collateral Agent; and (xii) all Proceeds of the Collateral described in the foregoing clauses (i) through (xi); provided that the following property is excluded from the foregoing security interests: (A) motor vehicles the perfection of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction, (B) voting Equity Interests in any Foreign Subsidiary, to the extent (but only to the extent) required to prevent the Collateral from including more than 65% of all voting Equity Interests in such Foreign Subsidiary, (C) United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law and (D) any property to the extent that the grant of a security interest therein is prohibited by any applicable law or regulation, requires a consent not obtained of any Governmental Authority pursuant to any applicable law or regulation, or 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 law or regulation 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. Each Original Lien Grantor shall use all reasonable efforts to obtain any such required consent that is reasonably obtainable. (b) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (c) The Transaction Liens are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.

Grant of Transaction Liens. (a) The Borrower, in order to secure the Secured Obligations, Borrower and each Lien Grantor Guarantor listed on the signature pages hereof, in order to secure its Transaction GuaranteeSecured Obligations, (i) reaffirms the security interest granted pursuant to the Original Security Agreement (but, for the avoidance of doubt, excluding any security interest granted in the Contributed Assets) and (ii) hereby grants to the Collateral Agent for the benefit of the Secured Parties a continuing security interest in all of its right, title and interest in the following property of the Borrower or such Lien GrantorGuarantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) all Accounts; (ii) all Chattel Paper; (iii) all Deposit Accounts; (iv) all Documents; (v) all Equipment; (vi) all General Intangibles (including any Equity Interests in other Persons that do not constitute Investment Property); (vii) all Instruments; (viii) all Inventory; (ix) all Investment Property; (x) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining to any of its Collateral; (xi) such Original Lien Grantor’s ownership interest interests in (1) its Collateral Accounts, (2) all Financial Assets credited to its Collateral Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Collateral Accounts from time to time and (4) all other money in the possession of the Collateral Agent; and (xii) all Proceeds of the Collateral described in the foregoing clauses (i) through (xi); provided that the following property is excluded from the foregoing Collateral (and no Lien Grantor shall be deemed to have granted a security interests: interest in): (A) motor vehicles the perfection of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction, ; (B) voting Equity Interests in any Foreign Subsidiary, to the extent (but only to the extent) required to prevent the Collateral from including more than 65Subsidiary in excess of 66% of all voting Equity Interests in such Foreign Subsidiary, ; (C) United States intent-to-use Equipment or Goods leased by any Lien Grantor under a lease that prohibits the granting of a Lien on such Equipment or Goods and any general intangibles or other rights arising under any contract, lease, health care insurance receivable, General Intangible, instrument, license or other document, in each such case if (but only to the extent that) the grant of a security interest therein would constitute or result in (x) the abandonment, invalidation or unenforceability of any right, title or interest of such Lien Grantor therein, (y) a violation of a valid and effective restriction in favor of a third party or under any law, regulation, permit, order or decree of any Governmental Authority, unless and until all required consents shall have been obtained or (z) the termination of (or any party thereto having a right to terminate) such contract, lease, health care insurance receivable, General Intangible, instrument, license or other document; (D) any “intent to use” trademark applications application to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use “intent to use” trademark applications under applicable federal law and (D) any property to the extent that the grant of a security interest therein is prohibited by any applicable law or regulation, requires a consent not obtained of any Governmental Authority pursuant to any applicable law or regulationapplication, or is prohibited byprohibited, 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 law or regulation 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. Each Original Lien Grantor shall use all reasonable efforts to obtain ; (E) any such required consent that is reasonably obtainableassets encumbered by liens permitted by Section 6.02(e), 6.02(m), 6.02(p) or 6.02(q) of the Credit Agreement; (F) Margin Stock; (G) Contributed Assets; (H) RUS Pledged Deposit Accounts; and (I) Notes Escrow Accounts. (b) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (c) The Transaction Liens are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewiththerewith or constitute a “change of control” with respect to any Person for purposes of the Communications Act or any similar state law.

Grant of Transaction Liens. (a) The Borrower, in order to secure the Secured all Obligations, and each Lien Grantor listed on the signature pages hereofGuarantor party hereto, in order to secure all Obligations, including its Transaction Obligations under its Secured Guarantee, grants to the Agent for the benefit of the Secured Parties Party a continuing security interest in all the following property of the such Borrower or such Lien GrantorGuarantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) all Accounts; (ii) all Chattel Paper; (iii) all Money and Deposit Accounts; (iv) all Documents; (v) all Equipment; (vi) all General Intangibles (including (x) any Equity Interests in other Persons that do not constitute Investment Property and (y) any Intellectual Property); (vii) all Instruments; (viii) all Inventory; (ix) all Investment Property; (x) the Commercial Tort Claims described in Schedule 3; (xi) all Letter-of-Credit Rights; (xii) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining to any of its Collateral; (xi) such Original Lien Grantor’s ownership interest in (1) its Collateral Accounts, (2) all Financial Assets credited to its Collateral Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Collateral Accounts from time to time and (4) all other money in the possession of the Agent; and (xiixiii) all Proceeds of the Collateral described in the foregoing clauses (i) through (xixii); provided that the following property is excluded from the foregoing security interests: interests (it being understood that such grant will be applicable at such time as any such property or assets ceases to constitute Excluded Assets): (A) motor vehicles the perfection of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction, (B) voting Equity Interests in any Foreign Subsidiarylease, license or other agreement to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement or create a right of termination in favor of any other party thereto (but only other than the Borrower or Grantor) after giving effect to the extent) required to prevent applicable anti-assignment provisions of the Collateral from including more than 65% of all voting Equity Interests in such Foreign SubsidiaryUCC, (C) any properties and assets with respect to which the Secured Party determines in its good faith judgment that the costs or other consequences of granting or perfecting a security interest therein are excessive in view of the benefits to be obtained by the Secured Party, (D) any United States intent-to-use trademark Trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark Trademark applications under applicable federal law, (E) any real property (which shall, notwithstanding anything herein to the contrary, be subject to the requirements of Section 4.01 and 5.12(a) of the Credit Agreement), (F) any letter of credit rights to the extent any Grantor is required by applicable law to apply the proceeds of a drawing of such letter of credit for a specified purpose, (G) any governmental licenses or state or local franchises, charters and authorizations, to the extent security interests in such licenses, franchises, charters or authorizations are prohibited or restricted thereby after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code, and (DH) any property to the extent that the grant of a security interest therein is prohibited by any applicable law or regulation, requires a consent not obtained of any Governmental Authority pursuant to any applicable law or regulation, or is prohibited by, or constitutes would constitute a breach or default under or results would result in the termination termination, invalidation or abandonment 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 agreementagreement (the foregoing, except collectively, the “Excluded Assets”), provided that the foregoing limitation in clause (H) shall not affect, limit, restrict or impair the grant by a Grantor of a security interest pursuant to this Agreement in any asset or right to the extent that Sections 9-406 and 9-408 of the Uniform Commercial Code as in effect on the date hereof would permit (and excuse any default or violation resulting therefrom) the creation of a security interest in such asset or right notwithstanding such law or regulation or the term in provision of such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for prohibiting the creation of a security interest therein or shall render such prohibition, breach, default or termination or requiring such consent is ineffective under applicable lawprovision unenforceable. Each Original Lien Grantor shall upon request of the Secured Party use all commercially reasonable efforts to obtain any such required consent that is reasonably obtainable. (b) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (c) The Transaction Liens are granted as security only and shall not subject the Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.

Grant of Transaction Liens. (a) The Borrower, in order to secure the Secured Obligations, and each Each Lien Grantor listed on the signature pages hereofGrantor, in order to secure its Transaction GuaranteeSecured Obligations, grants to the Collateral Agent for the equal and ratable benefit of the Secured Parties effective on the first day of any Collateral Period a continuing security interest in all the following property of the Borrower or such Lien Grantor's personal property, including all proceeds, renewals, accretions and substitutions thereof, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where locatedlocated including, without limitation, the following: (i) all Accounts; (ii) all Chattel Paper; (iii) all Deposit Accountsdeeds, documents, writings, papers, books of account and other books relating to or being records of debts, Chattel Paper or Documents of Title or by which such are or may hereafter be secured, evidenced, acknowledged or made payable; (iv) all DocumentsDocuments of Title (whether negotiable or not); (v) all Equipment; (vi) all General Intangibles Goods (including any Equity Interests in other Persons that do not constitute Investment Propertyall parts, accessories, attachments, special tools, additions and accessions thereto); (vii) all Instruments; (viii) all InventoryIntangibles; (ix) all Investment PropertyInventory; (x) all Money; (xi) all Securities and other Equity Interests in other Persons; (xii) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining to any of its Collateral; (xixiii) such Original Lien Grantor’s 's ownership interest in and its cash, Securities and other assets held in (1) its Cash Collateral Accounts, Accounts and (2) all Financial Assets credited to its Collateral Deposit Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Collateral Accounts from time to time and (4) all other money in the possession of the Agenttime; and (xiixiv) all Proceeds of the Collateral described in the foregoing clauses (iSection 3(a)(i) through (xi); Section 3(a)(xiii) provided that that, with respect to the security interests granted by each Lien Grantor, the following property is shall be excluded from the foregoing security interests: (A) motor vehicles the perfection of any Equity Interests held by such Lien Grantor in any Subsidiary that is not a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdictionCanadian Subsidiary, (B) voting Equity Interests held by such Lien Grantor in any Foreign Subsidiary that is not a Material Subsidiary, to (C) Equipment leased by any Lien Grantor under a lease that prohibits the extent granting of a Lien on such Equipment, (D) any intangibles or other rights arising under any contract, instrument, license or other document if (but only to the extent) required to prevent the Collateral from including more than 65% of all voting Equity Interests in such Foreign Subsidiary, (C) United States intent-to-use trademark applications to the extent that, and solely during the period in which, ) the grant of a security interest therein would impair the validity constitute a violation of a valid and enforceable restriction in favor of a third party (other than any NNL Company) or enforceability of would result in an enforceable right to declare a default under, or an enforceable right to terminate or annul, such intent-to-use trademark applications under applicable federal law contract, instrument, license or other document, unless and until all required consents shall have been obtained, it being understood that no Lien Grantor is obliged to obtain such consent, (DE) any property to the extent Equity Interests in or any debt of any Person (other than a Material Subsidiary that is a Canadian Subsidiary) if the grant of a security interest therein would constitute a violation of any shareholder agreement or other agreement with respect to such Equity Interests or debt among such Lien Grantors and any other holders of Equity Interests or debt of such Person, (F) any assets of such Lien Grantor that constitute Transferred Receivables and Related Transferred Rights on the date on which such Lien Grantor becomes a party to this Agreement, (G) rights under letters of credit for which the jurisdiction whose laws govern the liability of the issuer or Nominated Person with respect thereto is prohibited not a jurisdiction in Canada, (H) Deposit Accounts for which the relevant Depositary Bank's jurisdiction is not Canada, (I) any asset of NNI and any asset of a Lien Grantor that is a U.S. Subsidiary if such asset is not located in Canada or any Province or Territory thereof, it being understood that accounts receivable and rights constituting Intangibles (other than Intellectual Property registered with the Canadian Intellectual Property Office) are not located in Canada or any Province or Territory thereof for the purpose of this clause (I), (J) with respect to any Lien Grantor other than NNI and other than any Lien Grantor that is a U.S. Subsidiary, any asset of such Lien Grantor which is not located in Canada or any Province or Territory thereof, it being understood that accounts receivable and rights constituting Intangibles (including Intellectual Property registered with the Canadian Intellectual Property Office) are located in Canada or any Province or Territory thereof for the purpose of this clause (J), (K) any Equity Interest held by NNL in NNI, and any Equity Interest held by NNL in Nortel Networks Technology Corporation, (L) any Equity Interest held by any applicable law or regulationLien Grantor in an unlimited liability company, requires a consent not obtained of any Governmental Authority pursuant to any applicable law or regulation, or 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 orunless, in the case of an Equity Interest otherwise required to be delivered hereunder, the Collateral Agent shall have requested otherwise (M) any Investment Property, Equity Interest held by NNI or any applicable shareholder or similar agreement, except to other U.S. Subsidiary in any other Subsidiary and (N) the extent that such law or regulation or last day of the term in such contractof any lease or any extension or renewal thereof, licenseoral or written, agreementor agreement therefor, instrument now held or other document or shareholder or similar agreement providing for such prohibitionhereafter acquired by any Lien Grantor but upon the enforcement of the security interest hereunder, breach, default or termination or requiring such consent is ineffective under the applicable law. Each Original Lien Grantor shall use all reasonable efforts stand possessed of such last day in trust to obtain assign the same to any person acquiring such required consent that is reasonably obtainableterm. The security interests granted by each Lien Grantor pursuant to this Section 3(a) shall terminate in accordance with Section 19. (b) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation supporting obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligationsupporting obligation. (c) The Transaction Liens are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith. (d) If the Collateral is realized upon and the security interest in the Collateral is not sufficient to satisfy all Secured Obligations, each Lien Grantor acknowledges and agrees that, subject to the provisions of the PPSA, such Lien Grantor shall continue to be liable for any Secured Obligations remaining outstanding and Collateral Agent shall be entitled to pursue full payment thereof. (e) Each Lien Grantor and the Collateral Agent hereby acknowledge that value has been given, such Lien Grantor has rights in the Collateral or, with respect to any after acquired Collateral, will have rights in such Collateral when so acquired and this Agreement constitutes a security agreement as that term is defined in the PPSA.

Grant of Transaction Liens. (a) The BorrowerCompany, in order to secure the Secured Obligations, and each Lien Grantor Subsidiary Guarantor listed on the signature pages hereof, in order to secure its Transaction Secured Guarantee, grants to the Agent for the benefit of the Secured Parties a continuing security interest in all right, title and interest of the Company or such Subsidiary Guarantor, as the case may be, in, to and under the following property of the Borrower Company or such Lien GrantorSubsidiary Guarantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) all Accounts; (ii) all Chattel Paper; (iii) the Commercial Tort Claims described in Schedule 4; (iv) all Deposit Accounts; (ivv) all Documents; (vvi) all Equipment; (vivii) all General Intangibles (including any Equity Interests in other Persons that do not constitute Investment Property); (viiviii) all Instruments; (viiiix) all Inventory; (ixx) all Investment Property; (xxi) all Letter-of-Credit Rights; (xii) all Intellectual Property; (xiii) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining to any of its Collateral; (xixiv) such Original Lien Grantor’s 's ownership interest in (1) its Collateral Accounts, (2) all Financial Assets credited to its Collateral Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Collateral Accounts from time to time and (4) all other money in the possession of the Agent; and (xiixv) all Proceeds of the Collateral described in the foregoing clauses (i) through (xixiv); provided that the following property is excluded from the foregoing security interests: (A) motor vehicles the perfection of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction, (B) voting Equity Interests in any first-tier Foreign Subsidiary, to the extent (but only to the extent) required to prevent the Collateral from including more than 65% of all voting Equity Interests in such first-tier Foreign Subsidiary, (C) United States Capital Stock of any Foreign Subsidiary that is not a first-tier Foreign Subsidiary, (D) Equipment leased by an Original Lien Grantor under a lease that prohibits the granting of a Lien on such Equipment, (E) cash and Cash Equivalents maintained in any trust or payroll account, so long as such account are maintained as a trust or payroll account respectively, (F) Cash and Cash Equivalents maintained in any account of any Lien Grantor that is an investment adviser registered under the Investment Advisers Act of 1940 so long as (x) such account is maintained to satisfy qualified professional asset manager requirements under ERISA and (y) the aggregate amount of cash and Cash Equivalents in all such accounts does not exceed $2,000,000 at any time, (G) cash and Cash Equivalents maintained in any account of any Lien Grantor that is a broker-dealer registered under the Exchange Act and a member of NASD so long as (x) such account is maintained to satisfy minimum net regulatory capital requirements imposed by NASD regulations pursuant to the Exchange Act and (y) the aggregate amount of cash and Cash Equivalents in all such accounts does not exceed $10,000,000 at any time, (H) intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or and enforceability of such intent-to-intent to use trademark applications under applicable United States federal law and (DI) any property general intangibles or other rights arising under any contract, instrument, license or other document if (but only to the extent that that) the grant of a security interest therein is prohibited by any applicable law or regulationwould constitute a violation of a valid and enforceable restriction in favor of a third party, requires a consent not obtained of any Governmental Authority pursuant to any applicable law or regulation, or 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 law or regulation 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 lawunless and until all required consents shall have been obtained. Each Original Lien Grantor shall use all commercially reasonable efforts to obtain any such required consent that is reasonably obtainable. (b) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (c) The Transaction Liens are granted as security only and shall not subject the Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith. (d) If the governmental body or official having jurisdiction over any Regulated Subsidiary determines that the pledge of the shares of capital stock of such Regulated Subsidiary hereunder constitutes the acquisition of or a change of control with respect to such Regulated Subsidiary as to which the prior approval of such governmental body or official was required, then, immediately upon the relevant Lien Grantor's (1) written memorialization of oral notice or (2) receipt of written notice from such governmental body or official of such determination and without any action on the part of the Agent or any other Person, such pledge shall be rendered void ab initio and of no effect. Upon any such occurrence, (i) the Agent shall, at such Lien Grantor's written request and expense, return all certificates representing such capital stock to such Lien Grantor and execute and deliver such documents as such Lien Grantor shall reasonably request to evidence such Lien Grantor's retention of all rights in such capital stock and (ii) such Lien Grantor shall, if requested by the Agent or the Required Lenders, promptly submit a request to the relevant governmental body or official for approval of the pledge of such shares to the Agent hereunder and, upon receipt of such approval, shall forthwith deliver to the Agent certificates representing all the outstanding shares of capital stock of such Regulated Subsidiary (subject to the limitation in Section 11(m) if such Regulated Subsidiary is a Foreign Subsidiary) to be held as Collateral hereunder.

Grant of Transaction Liens. (a) The BorrowerCompany, in order to secure the Secured Obligations, and each Lien Grantor Subsidiary Guarantor listed on the signature pages hereof, in order to secure its Transaction Secured Guarantee, grants to the Agent for the benefit of the Secured Parties a continuing security interest in all right, title and interest of the Company or such Subsidiary Guarantor, as the case may be, in, to and under the following property of the Borrower Company or such Lien GrantorSubsidiary Guarantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) all Accounts; (ii) all Chattel Paper; (iii) the Commercial Tort Claims described in Schedule 4; (iv) all Deposit Accounts; (ivv) all Documents; (vvi) all Equipment; (vivii) all General Intangibles (including any Equity Interests in other Persons that do not constitute Investment Property); (viiviii) all Instruments; (viiiix) all Inventory; (ixx) all Investment Property; (xxi) all Letter-of-Credit Rights with respect to Specified Letters of Credit; (xii) all Intellectual Property; (xiii) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining to any of its Collateral; (xixiv) such Original Lien Grantor’s ownership interest in (1) its Collateral Commodity Accounts, Deposit Accounts and Securities Accounts, (2) all Financial Assets credited to its Collateral Accounts such accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Collateral Accounts such accounts from time to time and (4) all other money in the possession of the Agent; and (xiixv) all Supporting Obligations and Proceeds of the Collateral described in the foregoing clauses (i) through (xixiv); provided that the following property is excluded from the foregoing security interests: interests (“Excluded Property”): (A) motor vehicles the perfection and other assets subject to certificates of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdictiontitle, (B) voting Equity Interests in any first-tier Foreign Subsidiary, to the extent (but only to the extent) required to prevent the Collateral from including more than 65% of all voting Equity Interests in such first-tier Foreign Subsidiary, (C) United States Capital Stock of any Foreign Subsidiary that is not a first-tier Foreign Subsidiary, (D) Equipment leased by an Original Lien Grantor under a lease that prohibits the granting of a Lien on such Equipment, (E) cash and Cash Equivalents maintained in any trust or payroll account, so long as such account are maintained as a trust or payroll account respectively, (F) Cash and Cash Equivalents maintained in any account of any Lien Grantor that is an investment adviser registered under the Investment Advisers Act of 1940, as amended, so long as (x) such account is maintained to satisfy qualified professional asset manager requirements under ERISA and (y) the aggregate amount of cash and Cash Equivalents in all such accounts does not exceed $2,000,000 at any time, (G) cash and Cash Equivalents maintained in any account of any Lien Grantor that is a broker-dealer registered under the Exchange Act and a member of FINRA so long as (x) such account is maintained to satisfy minimum net regulatory capital requirements imposed by FINRA regulations pursuant to the Exchange Act and (y) the aggregate amount of cash and Cash Equivalents in all such accounts does not exceed $10,000,000 at any time, (H) intent-to-use trademark Trademark applications solely to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-intent to use trademark Trademark applications or any registrations that issue therefrom under applicable United States federal law and law, (DI) any property contract, permit, lease, license or other agreement to the extent that the grant of a security interest therein is prohibited by any applicable law or regulation, requires a consent not obtained of any Governmental Authority pursuant to any applicable law or regulation, or is prohibited by, or constitutes would result in a breach or default under or results in the termination of or requires any consent not obtained under, any such contract, licensepermit, agreementlease, instrument license or other document evidencing or agreement (in each case, after giving rise effect to such property orapplicable provisions of the UCC), in the case of (J) any Investment Property, any applicable shareholder or similar agreement, except leasehold improvements to the extent that the grant of a security interest therein would violate the related lease, (K) assets located outside the United States to the extent a Lien on such law assets cannot be perfected by the filing of UCC financing statements (or regulation Personal Property Security Act (PPSA) statements), (L) assets subject to a purchase money lien, capitalized lease obligation or similar arrangement, in each case as permitted by the Senior Secured Notes Indenture and the Credit Agreement, to the extent that the contract or other agreement in which such Lien is granted (or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement documentation providing for such prohibitioncapitalized lease obligation or similar arrangement) prohibits such assets from being Collateral and only for so long as such Lien remains outstanding, breach(M) any real property or real property interests (including leasehold interests) other than Material Real Property, default (N) Margin Stock and Equity Interests in any Person other than Wholly-Owned Subsidiaries to the extent not permitted by the terms of such Person’s organizational or termination joint venture documents, (O) any assets to the extent a security interest in such assets would result in material adverse tax consequences as reasonably determined by the Company and the Agent, (P) pledges and security interests prohibited or requiring restricted by applicable law (including any requirement to obtain the consent of any Governmental Authority or third party), in each case, after giving effect to applicable provisions of the UCC and (Q) proceeds and products of any and all of the foregoing excluded assets described in clauses (A) through (P) above only to the extent such consent is ineffective under applicable lawproceeds and products would constitute property or assets of the type described in clauses (A) through (P) above. Each Original Lien Grantor shall use all commercially reasonable efforts to obtain any such required consent that is reasonably obtainableobtainable and required for any property described in clause (D), (I), (J) or (L) above to cease to constitute Excluded Property. Notwithstanding the foregoing, (i) property in which a security interest is granted pursuant to Section 5(g) shall not constitute Excluded Property for so long as the Other First Lien Obligations are secured by such property and (ii) all assets of Insurance Subsidiaries (including cash and Cash Equivalents temporarily held by Lien Grantors on behalf of, and for the benefit of, Insurance Subsidiaries) shall be Excluded Property. In addition, (a) no actions in any non-U.S. jurisdiction shall be required in order to create any security interests in assets located outside the United States or to perfect any security interests (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (b) no control agreements shall be required with respect to Deposit Accounts, Securities Accounts or Commodity Accounts, (c) the Company and the Subsidiary Guarantors shall not be required to seek any landlord lien waiver, estoppel, warehouseman waiver or other collateral access or similar agreement and (d) assets will be excluded from the Collateral in circumstances where the cost of obtaining a security interest in such assets exceed the practical benefit to the Lenders afforded thereby (as reasonably determined by the Company and the Agent). (b) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (c) The Transaction Liens are granted as security only and shall not subject the Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith. (d) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, if the governmental body or official having jurisdiction over any Regulated Subsidiary determines that the pledge of the shares of capital stock of such Regulated Subsidiary hereunder constitutes the acquisition of or a change of control with respect to such Regulated Subsidiary as to which the prior approval of such governmental body or official was required, then, immediately upon the relevant Lien Grantor’s (1) written memorialization of oral notice or (2) receipt of written notice from such governmental body or official of such determination and without any action on the part of the Agent or any other Person, such pledge shall be rendered void ab initio and of no effect. Upon any such occurrence, (i) the Agent shall, at such Lien Grantor’s written request and expense, return all certificates representing such capital stock to such Lien Grantor and execute and deliver such documents as such Lien Grantor shall reasonably request to evidence such Lien Grantor’s retention of all rights in such capital stock and (ii) such Lien Grantor shall, if requested by the Agent or the Required Lenders, promptly submit a request to the relevant governmental body or official for approval of the pledge of such shares to the Agent hereunder and, upon receipt of such approval, shall forthwith deliver to the Agent certificates representing all the outstanding shares of capital stock of such Regulated Subsidiary (subject to the limitation in Section 11(m) if such Regulated Subsidiary is a Foreign Subsidiary) to be held as Collateral hereunder.

Grant of Transaction Liens. (a) The Borrower, in order to secure the its Secured Obligations, and each Lien Grantor Guarantor listed on the signature pages hereofhereof (other than the Company), in order to secure its Transaction GuaranteeSecured Guarantee and the Secured Guarantee of each other Guarantor, grants to the Collateral Agent for the benefit of the Secured Parties a continuing security interest in all the following property of the Borrower or such Lien GrantorGuarantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located:located (the “Non-Company Collateral”): (i) all Accounts; (ii) all Chattel Paper; (iii) all Deposit the Restricted Accounts; (iv) all Documents; (v) all Equipment; (vi) all General Intangibles (including (x) any Equity Interests in other Persons that do not constitute Investment Property and (y) any Intellectual Property); (vii) all Instruments; (viii) all Inventory; (ix) all Investment Property; (x) all Supporting Obligations; (xi) all books and records (including customer lists, credit files, computer programs, printouts and other computer generated materials and records) of such Original Lien Grantor pertaining to any of its Collateral; (xixii) such Original Lien Grantor’s ownership interest in (1) its Collateral Accounts, (2) all Financial Assets credited to its Collateral cash held in the Restricted Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Collateral Accounts from time to time and (4) all other money in the possession of the Agentadministrative agent under the ABL Facility (subject to the terms of the Junior Lien Intercreditor Agreement); (xiii) all other personal property or assets of such Grantor; and (xiixiv) all Proceeds of the Collateral described in the foregoing clauses (i) through (xixiii); provided that the following property Excluded Collateral is excluded from the foregoing security interests: ; provided further that the Non-Company Collateral shall not include Equity Interests other than (Ai) motor vehicles any Equity Interests directly owned by the perfection Issuer or a Guarantor of any Wholly Owned Domestic Subsidiary of the Issuer or such Guarantor, respectively, whether now owned or hereafter acquired and (ii) 100% of the Equity Interests directly owned by the Issuer or a security interest in which Guarantor of any Wholly Owned Subsidiary that is excluded from a Foreign Subsidiary of the Uniform Commercial Code in Issuer or such Guarantor, respectively, whether now owned or hereafter acquired; provided that the relevant jurisdiction, (B) Non-Company Collateral shall not include voting Equity Interests in any Foreign Subsidiary to the extent (but only to the extent) required to prevent the Non-Company Collateral from including more than 65% of the outstanding voting Equity Interests in such Foreign Subsidiary. (b) The Company, in order to secure its Secured Guarantee and the Secured Guarantee of each other Guarantor, grants to the Collateral Agent for the benefit of the Secured Parties a continuing security interest in (i) any Equity Interests directly owned by the Company of any Wholly Owned Domestic Subsidiary of the Company, whether now owned or hereafter acquired and (ii) 100% of the Equity Interests directly owned by the Company of any Wholly Owned Foreign Subsidiary that is a Subsidiary of the Company, whether now owned or hereafter acquired (the “Company Collateral”); provided that the Company Collateral shall not include voting Equity Interests in any Foreign Tax Subsidiary that is not a Loan Party, to the extent (but only to the extent) required to prevent the Company Collateral from including more than 65% of all the outstanding voting Equity Interests in such Foreign Tax Subsidiary, (C) United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law and (D) any property to the extent that the grant of a security interest therein is prohibited by any applicable law or regulation, requires a consent not obtained of any Governmental Authority pursuant to any applicable law or regulation, or 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 law or regulation 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. Each Original Lien Grantor shall use all reasonable efforts to obtain any such required consent that is reasonably obtainable. (bc) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (cd) The Transaction Liens are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.

Grant of Transaction Liens. (a) The BorrowerBorrower and each Guarantor, in order to secure the Secured Obligations, and each Lien Grantor listed on the signature pages hereof, case in order to secure its Transaction GuaranteeSecured Obligations, grants to the Administrative Agent for the benefit of the Secured Parties a continuing security interest in all the following property of the Borrower or such Lien GrantorGuarantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) all Accounts; (ii) all Chattel PaperAs-Extracted Collateral; (iii) all Deposit AccountsChattel Paper; (iv) all cash and Deposit Accounts; (v) the Commercial Tort Claims described in Schedule 3; (vi) all Contracts; (vii) all Documents; (vviii) all Equipment; (viix) all Fixtures; (x) all General Intangibles (including any Equity Interests in other Persons that do not constitute Investment Property)Intangibles; (viixi) all Instruments; (viiixii) all Intellectual Property; (xiii) all Inventory; (ixxiv) all Investment Property; (xxv) all Letter-of-Credit Rights; (xvi) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining to any of its Collateral; (xixvii) such Original Lien Grantor’s ownership interest in (1) its Collateral Accounts, (2) all Financial Assets credited to its Collateral Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Collateral Accounts from time to time and (4) all other money in the possession of the Administrative Agent; and (xiixviii) all Proceeds of the Collateral described in the foregoing clauses (i) through (xixvii); provided that the following property is excluded from the foregoing security interests: (A) motor vehicles or any other asset that is covered by a certificate of title, the perfection of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction, (B) voting Equity Interests in any Foreign Subsidiary, to the extent (but only to the extent) required to prevent the Collateral from including more than 6566% of all voting Equity Interests in such Foreign Subsidiary, (C) United States intent-to-use trademark applications Equity Interests in the Excluded Subsidiaries and Wyoming Quality Healthcare Coalition, (D) the Escrow Account and the Escrow Account Property, (E) shares of capital stock of Stancorp Financial Group, Inc. held on the Effective Date, (F) capital credits relating to the extent thatmembership interests of Xxxxxxx Mining LLC in the Tri-County Electric Association, Inc, a Wyoming power cooperative, and solely during the period in whichPowder River Energy Corporation, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law Wyoming power cooperative, and (DG) any property to the extent that (but only to the extent that, and only for so long as) the grant of a security interest therein is prohibited by any applicable law or regulation, requires a consent not obtained of any Governmental Authority pursuant to any applicable law or regulation, or 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, permit, 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 law or regulation 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 lawlaw (including without limitation Sections 9-406, 9-407, 9-408 and 9-409 of the UCC in any applicable jurisdiction, the Bankruptcy Code and any similar state insolvency laws, or general principles of equity) to prevent the creation or attachment of the security interests granted hereunder; and provided further that the security interests granted hereunder shall include the right of the applicable Grantor to receive all proceeds derived from or in connection with the sale, assignment or transfer of the foregoing in items (A) through (G) (other than the Escrow Account and the Escrow Account Property) of the immediately preceding proviso. Each Original Lien Grantor shall upon request of the Administrative Agent use all commercially reasonable efforts to obtain any such required consent that is reasonably obtainable, provided that it is understood that (I) no such efforts shall be required with respect to (x) any joint venture agreement with respect to a Person that is not a Restricted Subsidiary, (y) any permit issued by, and any LBM, LBA or other coal lease entered into or granted by, a Governmental Authority or (z) as in effect on the Effective Date, any private coal lease or any coal purchase or coal supply contract and that (II) use of “commercially reasonable efforts” to permit or obtain consent to any such assignment with respect to any private coal lease or any coal purchase or coal supply contract entered into after the Effective Date shall not be deemed to require any Grantor to agree to commercial terms that, in the aggregate, such Grantor determines in good faith are materially less advantageous to such Grantor in relation to the overall terms of such agreement. Notwithstanding anything in this Agreement or any other Security Document to the contrary, (i) this Agreement shall not, at any time, constitute a grant of a security interest in, or an assignment of, and “Collateral” shall not include any Letter of Credit Rights to the extent a Grantor is required by applicable law to apply the proceeds of a drawing of such Letter of Credit for a specified purpose and (ii) remedies with respect to Collateral as to which creation and perfection is governed by a Mortgage but also included in the definition of Collateral under this Agreement shall be governed by the provisions of the applicable Mortgage. (b) Notwithstanding the foregoing, the creation (other than by this Agreement) or perfection of pledges of or security interests in particular material assets will not be required if, and for so long as, in the sole good faith judgment of the Administrative Agent, the cost and burden to such Grantor of creating or perfecting such pledges or security interests in such assets is excessive in view of the benefits to be obtained by the Secured Parties therefrom; provided that it is hereby acknowledged and agreed that no Grantor shall be required (i) to take steps to perfect the security interests granted hereunder by indicating such security interest on the certificate of title for any motor vehicle asset or other asset that is covered by a certificate of title, (ii) to take steps to perfect the security interest in Pledged Letter-of-Credit Rights by causing the Administrative Agent to have control (within the meaning specified in UCC Section 9-107) thereof, or (iii) to seek any consent with respect to the matters referred to in the penultimate sentence of clause (a) above except on the conditions and subject to the terms set forth in such sentence. (c) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (cd) The Transaction Liens are granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.

Grant of Transaction Liens. (a) The BorrowerCompany, in order to secure the Secured Obligations, and each Lien Grantor Subsidiary Guarantor listed on the signature pages hereof, in order to secure its Transaction GuaranteeSecured Obligations, grants to the Collateral Agent for the benefit of the Secured Parties a continuing security interest in all right, title and interest of the Company or such Subsidiary Guarantor, as the case may be, in, to and under the following property of the Borrower Company or such Lien GrantorSubsidiary Guarantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) all Accounts; (ii) all Chattel Paper; (iii) the Commercial Tort Claims described in Schedule 4; (iv) all Deposit Accounts; (ivv) all Documents; (vvi) all Equipment; (vivii) all General Intangibles (including any Equity Interests in other Persons that do not constitute Investment Property); (viiviii) all Instruments; (viiiix) all Inventory; (ixx) all Investment Property; (xxi) all Letter-of-Credit Rights with respect to Specified Letters of Credit; (xii) all Intellectual Property; (xiii) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining to any of its Collateral; (xixiv) such Original Lien Grantor’s ownership interest in (1) its Collateral Commodity Accounts, Deposit Accounts and Securities Accounts, (2) all Financial Assets credited to its Collateral Accounts such accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Collateral Accounts such accounts from time to time and (4) all other money in the possession of the Collateral Agent; and (xiixv) all Supporting Obligations and Proceeds of the Collateral described in the foregoing clauses (i) through (xixiv); provided that the following property is excluded from the foregoing security interests: interests (“Excluded Property”): (A) motor vehicles the perfection and other assets subject to certificates of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdictiontitle, (B) voting Equity Interests in any first-tier Foreign Subsidiary, to the extent (but only to the extent) required to prevent the Collateral from including more than 65% of all voting Equity Interests in such first-tier Foreign Subsidiary, (C) United States Capital Stock of any Foreign Subsidiary that is not a first-tier Foreign Subsidiary, (D) Equipment leased by an Original Lien Grantor under a lease that prohibits the granting of a Lien on such Equipment, (E) cash and Cash Equivalents maintained in any trust or payroll account, so long as such account are maintained as a trust or payroll account respectively, (F) Cash and Cash Equivalents maintained in any account of any Lien Grantor that is an investment adviser registered under the Investment Advisers Act of 1940, as amended, so long as (x) such account is maintained to satisfy qualified professional asset manager requirements under ERISA and (y) the aggregate amount of cash and Cash Equivalents in all such accounts does not exceed $2,000,000 at any time, (G) cash and Cash Equivalents maintained in any account of any Lien Grantor that is a broker-dealer registered under the Exchange Act and a member of FINRA so long as (x) such account is maintained to satisfy minimum net regulatory capital requirements imposed by FINRA regulations pursuant to the Exchange Act and (y) the aggregate amount of cash and Cash Equivalents in all such accounts does not exceed $10,000,000 at any time, (H) intent-to-use trademark Trademark applications solely to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-intent to use trademark Trademark applications or any registrations that issue therefrom under applicable United States federal law and law, (DI) any property contract, permit, lease, license or other agreement to the extent that the grant of a security interest therein is prohibited by any applicable law or regulation, requires a consent not obtained of any Governmental Authority pursuant to any applicable law or regulation, or is prohibited by, or constitutes would result in a breach or default under or results in the termination of or requires any consent not obtained under, any such contract, licensepermit, agreementlease, instrument license or other document evidencing or agreement (in each case, after giving rise effect to such property orapplicable provisions of the UCC), in the case of (J) any Investment Property, any applicable shareholder or similar agreement, except leasehold improvements to the extent that the grant of a security interest therein would violate the related lease, (K) assets located outside the United States to the extent a Lien on such law assets cannot be perfected by the filing of UCC financing statements (or regulation Personal Property Security Act (PPSA) statements), (L) assets subject to a purchase money lien, capitalized lease obligation or similar arrangement, in each case as permitted by the Indenture and the Credit Agreement, to the extent that the contract or other agreement in which such Lien is granted (or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement documentation providing for such prohibitioncapitalized lease obligation or similar arrangement) prohibits such assets from being Collateral and only for so long as such Lien remains outstanding, breach(M) any real property or real property interests (including leasehold interests) other than Material Real Property, default (N) Margin Stock and Equity Interests in any Person other than Wholly-Owned Subsidiaries to the extent not permitted by the terms of such Person’s organizational or termination joint venture documents, (O) any assets to the extent a security interest in such assets would result in material adverse tax consequences as reasonably determined by the Company, (P) pledges and security interests prohibited or requiring restricted by applicable law (including any requirement to obtain the consent of any governmental authority or third party), in each case, after giving effect to applicable provisions of the UCC and (Q) proceeds and products of any and all of the foregoing excluded assets described in clauses (A) through (P) above only to the extent such consent is ineffective under applicable lawproceeds and products would constitute property or assets of the type described in clauses (A) through (P) above. Each Original Lien Grantor shall use all commercially reasonable efforts to obtain any such required consent that is reasonably obtainableobtainable and required for any property described in clause (D), (I), (J) or (L) above to cease to constitute Excluded Property. Notwithstanding the foregoing, (i) property in which a security interest is granted pursuant to Section 5(g) shall not constitute Excluded Property for so long as the Other First Lien Obligations are secured by such property and (ii) all assets of Insurance Subsidiaries (including cash and Cash Equivalents temporarily held by Lien Grantors on behalf of, and for the benefit of, Insurance Subsidiaries) shall be Excluded Property. In addition, (a) no actions in any non-U.S. jurisdiction shall be required in order to create any security interests in assets located outside the United States or to perfect any security interests (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (b) no control agreements shall be required with respect to Deposit Accounts, Securities Accounts or Commodity Accounts, (c) the Company and the Subsidiary Guarantors shall not be required to seek any landlord lien waiver, estoppel, warehouseman waiver or other collateral access or similar agreement and (d) assets will be excluded from the Collateral in circumstances where the cost of obtaining a security interest in such assets exceed the practical benefit to the Secured Parties afforded thereby (as reasonably determined by the Company). (b) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (c) The Transaction Liens are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith. (d) Notwithstanding anything to the contrary in this Agreement or any other Notes Document, if the governmental body or official having jurisdiction over any Regulated Subsidiary determines that the pledge of the shares of capital stock of such Regulated Subsidiary hereunder constitutes the acquisition of or a change of control with respect to such Regulated Subsidiary as to which the prior approval of such governmental body or official was required, then, immediately upon the relevant Lien Grantor’s (1) written memorialization of oral notice or (2) receipt of written notice from such governmental body or official of such determination and without any action on the part of the Collateral Agent or any other Person, such pledge shall be rendered void ab initio and of no effect. Upon any such occurrence, (i) the Collateral Agent shall, at such Lien Grantor’s written request and expense, return all certificates representing such capital stock to such Lien Grantor and execute and deliver such documents as such Lien Grantor shall reasonably request to evidence such Lien Grantor’s retention of all rights in such capital stock and (ii) such Lien Grantor shall, if requested by the Collateral Agent or the Holders of a majority in aggregate principal amount of the Notes, promptly submit a request to the relevant governmental body or official for approval of the pledge of such shares to the Collateral Agent hereunder and, upon receipt of such approval, shall forthwith deliver to the Collateral Agent certificates representing all the outstanding shares of capital stock of such Regulated Subsidiary (subject to the limitation in Section 11(m) if such Regulated Subsidiary is a Foreign Subsidiary) to be held as Collateral hereunder.

Grant of Transaction Liens. (a) The Borrower, in order to secure the Secured ObligationsObligations (including the Secured Guarantee thereof), and each Lien Grantor Guarantor listed on the signature pages hereof, in order to secure its Transaction Secured Guarantee, grants to the Administrative Agent for the benefit of the Secured Parties a continuing security interest in all the following property of the Borrower or such Lien GrantorGuarantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) all Accounts; (ii) all Chattel Paper; (iii) all cash and Deposit Accounts; (iv) all Documents; (v) all Equipment; (vi) all General Intangibles (including (x) any Equity Interests in other Persons that do not constitute Investment Property and (y) any Intellectual Property); (vii) all Instruments; (viii) all Inventory; (ix) all Investment Property; (x) the Commercial Tort Claims described in Schedule 3; (xi) all Letter-of-Credit Rights; (xii) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining to any of its Collateral; (xixiii) such Original Lien Grantor’s ownership interest in (1) its Collateral Accounts, (2) all Financial Assets credited to its Collateral Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Collateral Accounts from time to time and (4) all other money in the possession of the Administrative Agent; and (xiixiv) all Proceeds of the Collateral described in the foregoing clauses (i) through (xixiii); provided that notwithstanding anything to the contrary in any Loan Document, the following property is excluded from the foregoing security interests: (Ai) any fee-owned real property with a fair market value of less than $10,000,000 and all leasehold interests in real property; (ii) motor vehicles vehicles, aircrafts and other assets subject to certificates of title (except to the extent perfection can be accomplished through the filing of UCC-1 financing statements); (iii) Letter-of-Credit Rights with a value of less than $5,000,000 (except to the extent perfection can be accomplished through the filing of UCC-1 financing statements) and Commercial Tort Claims reasonably expected to result in a recovery of less than $10,000,000 individually; (iv) any property or asset to the extent that such grant of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction, (A) prohibited by Applicable Law or (B) voting requires governmental consent, approval, license or authorization (unless such consent, approval, license or authorization has been obtained), after giving effect to any applicable anti-assignment provision of the UCC or other Applicable Law and other than proceeds thereof to the extent that the assignment of the same is effective under the UCC or other Applicable Law notwithstanding such consent or restriction; (v) margin stock and Equity Interests in captive insurance Subsidiaries, special purpose entities used for permitted securitization facilities, not for profit Subsidiaries and Unrestricted Subsidiaries; (vi) interests in joint ventures and non-wholly-owned subsidiaries (A) which cannot be pledged without the consent of one or more third parties other than the Borrower or any Foreign Subsidiaryof its Subsidiaries (after giving effect to the Acquisition and any applicable anti-assignment provision of the UCC or other Applicable Law) and/or (B) the pledge of which could give rise to a “right of first refusal”, a “right of first offer” or a similar right that may be exercised by any third party other than the Borrower or any of its wholly-owned Subsidiaries; (vii) any lease, permit, license or other agreement or any property subject to a purchase money security interest or similar arrangement to the extent (but only to the extent) required to prevent the Collateral from including more than 65% of all voting Equity Interests in such Foreign Subsidiary, (C) United States intent-to-use trademark applications to the extent that, and solely during the period in which, the that a grant of a security interest therein would impair the validity violate or enforceability invalidate such lease, permit, license or agreement or purchase money arrangement or create a right of such intent-to-use trademark applications under applicable federal law and (D) any property to the extent that the grant of a security interest therein is prohibited by any applicable law or regulation, requires a consent not obtained of any Governmental Authority pursuant to any applicable law or regulationtermination in favor of, or is prohibited by, or constitutes a breach or default under or results in require the termination of or requires any consent not obtained underof, any contract, license, agreement, instrument or other document evidencing or giving rise to such property or, in party thereto (other than the case of any Investment Property, any applicable shareholder or similar agreement, except to the extent that such law or regulation 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. Each Original Lien Grantor shall use all reasonable efforts to obtain any such required consent that is reasonably obtainable. (b) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (c) The Transaction Liens are granted as security only and shall not subject the Agent Borrower or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect its Subsidiaries) after giving effect to any of the Collateral or any transaction in connection therewith.the

Grant of Transaction Liens. (a) The Borrower, in order to secure the Secured Obligations, Company and each Lien Grantor Guarantor listed on the signature pages hereof, in order to secure its Transaction Guaranteethe Secured Obligations, grants to the Agent Collateral Trustee for the benefit of the Secured Parties a continuing security interest in all the following property of the Borrower Company or such Lien GrantorGuarantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) all Accounts; (ii) all Chattel Paper; (iii) all cash and Deposit Accounts; (iv) all Documents; (v) all Equipment; (vi) all General Intangibles (including (x) any Equity Interests in other Persons that do not constitute Investment Property and (y) any Intellectual Property); (vii) all Instruments; (viii) all Inventory; (ix) all Investment Property; (x) the Commercial Tort Claims described in Schedule 3; (xi) all Letter-of-Credit Rights; (xii) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining to any of its Collateral; (xixiii) such Original Lien Grantor’s ownership interest in (1) its Collateral Accounts, (2) all Financial Assets credited to its Collateral Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Collateral Accounts from time to time and (4) all other money in the possession of the AgentCollateral Trustee; and (xiixiv) all Proceeds of the Collateral described in the foregoing clauses (i) through (xixiii); provided that the following property is excluded from that, not withstanding the foregoing or anything herein to the contrary, in no event shall the Collateral include, or the security interests: (A) motor vehicles interest attach to, any Excluded Assets; provided, however, the perfection security interests and Liens granted hereunder shall attach to, and the “Collateral” shall automatically include any asset or property of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdictionGrantor that ceases to be an Excluded Asset, (B) voting Equity Interests in any Foreign Subsidiary, to the extent (but only to the extent) required to prevent the Collateral from including more than 65% of all voting Equity Interests in such Foreign Subsidiary, (C) United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law and (D) any property to the extent that the grant of a security interest therein is prohibited without further action by any applicable law Grantor or regulation, requires a consent not obtained of any Governmental Authority pursuant to any applicable law or regulation, or 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 law or regulation 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. Each Original Lien Grantor shall use all reasonable efforts to obtain any such required consent that is reasonably obtainableSecured Party. (b) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (c) The Transaction Liens are granted as security only and shall not subject the Agent Collateral Trustee or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.

Grant of Transaction Liens. (a) The Borrower, in order to secure the Secured Obligations, and each Lien Grantor listed on the signature pages hereofIssuer, in order to secure its Transaction GuaranteeSecured Obligations, and each Guarantor listed on the signature pages hereof (other than the Company), in order to secure its Secured Guarantee and the Secured Guarantee of each other Guarantor, grants to the Collateral Agent for the benefit of the Secured Parties a continuing security interest in all the following property of the Borrower Issuer or such Lien GrantorGuarantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located:located (the “Non-Company Collateral”): (i) all Accounts; (ii) all Chattel Paper; (iii) all Deposit the Restricted Accounts; (iv) all Documents; (v) all Equipment; (vi) all General Intangibles (including (x) any Equity Interests in other Persons that do not constitute Investment Property and (y) any Intellectual Property); (vii) all Instruments; (viii) all Inventory; (ix) all Investment Property; (x) all Supporting Obligations; (xi) all books and records (including customer lists, credit files, computer programs, printouts and other computer generated materials and records) of such Original Lien Grantor pertaining to any of its Collateral; (xixii) such Original Lien Grantor’s ownership interest in (1) its Collateral Accounts, (2) all Financial Assets credited to its Collateral cash held in the Restricted Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Collateral Accounts from time to time and (4) all other money in the possession of the Agentadministrative agent under the ABL Facility (subject to the terms of the Intercreditor Agreement); (xiii) all other personal property or assets of such Grantor; and (xiixiv) all Proceeds of the Collateral described in the foregoing clauses (i) through (xixii); provided that the following property Excluded Collateral is excluded from the foregoing security interests: ; provided further that the Non-Company Collateral shall not include Equity Interests other than (Ai) motor vehicles any Equity Interests directly owned by the perfection Issuer or a Guarantor of any Wholly Owned Domestic Subsidiary of the Issuer or such Guarantor, respectively, whether now owned or hereafter acquired and (ii) 100% of the Equity Interests directly owned by the Issuer or a security interest in which Guarantor of any Wholly Owned Subsidiary that is excluded from a Foreign Subsidiary of the Uniform Commercial Code in Issuer or such Guarantor, respectively, whether now owned or hereafter acquired; provided that the relevant jurisdiction, (B) Non-Company Collateral shall not include voting Equity Interests in any Foreign Subsidiary to the extent (but only to the extent) required to prevent the Non-Company Collateral from including more than 65% of the outstanding voting Equity Interests in such Foreign Subsidiary. (b) The Company, in order to secure its Secured Guarantee and the Secured Guarantee of each other Guarantor, grants to the Collateral Agent for the benefit of the Secured Parties a continuing security interest in (i) any Equity Interests directly owned by the Company of any Wholly Owned Domestic Subsidiary of the Company, whether now owned or hereafter acquired and (ii) 100% of the Equity Interests directly owned by the Company of any Wholly Owned Subsidiary that is a Foreign Subsidiary of the Company, whether now owned or hereafter acquired (the “Company Collateral”); provided that the Company Collateral shall not include voting Equity Interests in any Foreign Subsidiary that is not the Issuer or a Guarantor, to the extent (but only to the extent) required to prevent the Company Collateral from including more than 65% of all the outstanding voting Equity Interests in such Foreign Subsidiary, (C) United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law and (D) any property to the extent that the grant of a security interest therein is prohibited by any applicable law or regulation, requires a consent not obtained of any Governmental Authority pursuant to any applicable law or regulation, or 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 law or regulation 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. Each Original Lien Grantor shall use all reasonable efforts to obtain any such required consent that is reasonably obtainable. (bc) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (cd) The Transaction Liens are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.

Grant of Transaction Liens. (a) The BorrowerCompany, in order to secure the Secured Obligations, and each Lien Grantor Subsidiary Guarantor listed on the signature pages hereof, in order to secure its Transaction GuaranteeSecured Obligations, grants to the Collateral Agent for the benefit of the Secured Parties a continuing security interest in all right, title and interest of the Company or such Subsidiary Guarantor, as the case may be, in, to and under the following property of the Borrower Company or such Lien GrantorSubsidiary Guarantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) all Accounts; (ii) all Chattel Paper; (iii) the Commercial Tort Claims described in Schedule 4; (iv) all Deposit Accounts; (ivv) all Documents; (vvi) all Equipment; (vivii) all General Intangibles (including any Equity Interests in other Persons that do not constitute Investment Property); (viiviii) all Instruments; (viiiix) all Inventory; (ixx) all Investment Property; (xxi) all Letter-of-Credit Rights; (xii) all Intellectual Property; (xiii) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining to any of its Collateral; (xixiv) such Original Lien Grantor’s ownership interest in (1) its Collateral Accounts, (2) all Financial Assets credited to its Collateral Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Collateral Accounts from time to time and (4) all other money in the possession of the Collateral Agent; and (xiixv) all Supporting Obligations and Proceeds of the Collateral described in the foregoing clauses (i) through (xixiv); provided that the following property is excluded from the foregoing security interests: interests (“Excluded Property”): (A) motor vehicles the perfection of a security interest in which is excluded from the Uniform Commercial Code UCC in the relevant jurisdiction, (B) voting Equity Interests in any first-tier Foreign Subsidiary, to the extent (but only to the extent) required to prevent the Collateral from including more than 65% of all voting Equity Interests in such first-tier Foreign Subsidiary, (C) United States Capital Stock of any Foreign Subsidiary that is not a first-tier Foreign Subsidiary, (D) Equipment leased by an Original Lien Grantor under a lease that prohibits the granting of a Lien on such Equipment, (E) cash and Cash Equivalents maintained in any trust or payroll account, so long as such account are maintained as a trust or payroll account respectively, (F) Cash and Cash Equivalents maintained in any account of any Lien Grantor that is an investment adviser registered under the Investment Advisers Act of 1940 so long as (x) such account is maintained to satisfy qualified professional asset manager requirements under ERISA and (y) the aggregate amount of cash and Cash Equivalents in all such accounts does not exceed $2,000,000 at any time, (G) cash and Cash Equivalents maintained in any account of any Lien Grantor that is a broker-dealer registered under the Exchange Act and a member of FINRA so long as (x) such account is maintained to satisfy minimum net regulatory capital requirements imposed by FINRA regulations pursuant to the Exchange Act and (y) the aggregate amount of cash and Cash Equivalents in all such accounts does not exceed $10,000,000 at any time, (H) intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or and enforceability of such intent-to-intent to use trademark applications under applicable United States federal law and law, (DI) any property contract, permit, lease, license or other agreement to the extent that the grant of a security interest therein is prohibited by any would violate applicable law or regulation, requires a consent not obtained of any Governmental Authority pursuant to any applicable law or regulationlaw, or is prohibited by, or constitutes a breach or default under or results in violate the termination terms of or requires any consent not obtained under, any such contract, licensepermit, agreementlease, instrument license or other document evidencing or agreement (in each case, after giving rise effect to such property orapplicable provisions of the UCC), in the case of (J) any Investment Property, any applicable shareholder or similar agreement, except leasehold improvements to the extent that the grant of a security interest therein would violate the related lease, (K) assets located outside the United States to the extent a Lien on such law assets cannot be perfected by the filing of UCC financing statements (or regulation Personal Property Security Act (PPSA) statements), (L) assets subject to a purchase money lien, capitalized lease obligation or similar arrangement, in each case as permitted by the Indenture and the Credit Agreement, to the extent that the contract or other agreement in which such Lien is granted (or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement documentation providing for such prohibitioncapitalized lease obligation or similar arrangement) prohibits such assets from being Collateral and only for so long as such Lien remains outstanding, breach(M) any real property or real property interests (including leasehold interests) other than Material Real Property, default (N) subject to Section 3(e) below, Margin Stock and (O) proceeds and products of any and all of the foregoing excluded assets described in clauses (A) through (N) above only to the extent such proceeds and products would constitute property or termination or requiring such consent is ineffective under applicable lawassets of the type described in clauses (A) through (N) above. Each Original Lien Grantor shall use all commercially reasonable efforts to obtain any such required consent that is reasonably obtainableobtainable and required for any property described in clause (D), (I), (J) or (L) above to cease to constitute Excluded Property. Notwithstanding the foregoing, (i) property in which a security interest is granted pursuant to Section 5(g) shall not constitute Excluded Property for so long as the Other First Lien Obligations are secured by such property and (ii) all assets of Insurance Subsidiaries (including cash and Cash Equivalents temporarily held by Lien Grantors on behalf of, and for the benefit of, Insurance Subsidiaries) shall be Excluded Property. (b) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (c) The Transaction Liens are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith. (d) If the governmental body or official having jurisdiction over any Regulated Subsidiary determines that the pledge of the shares of capital stock of such Regulated Subsidiary hereunder constitutes the acquisition of or a change of control with respect to such Regulated Subsidiary as to which the prior approval of such governmental body or official was required, then, immediately upon the relevant Lien Grantor’s (1) written memorialization of oral notice or (2) receipt of written notice from such governmental body or official of such determination and without any action on the part of the Collateral Agent or any other Person, such pledge shall be rendered void ab initio and of no effect. Upon any such occurrence, (i) the Collateral Agent shall, at such Lien Grantor’s written request and expense, return all certificates representing such capital stock to such Lien Grantor and execute and deliver such documents as such Lien Grantor shall reasonably request to evidence such Lien Grantor’s retention of all rights in such capital stock and (ii) such Lien Grantor shall, if requested by the Collateral Agent or the Holders of a majority in aggregate principal amount of the Notes, promptly submit a request to the relevant governmental body or official for approval of the pledge of such shares to the Collateral Agent hereunder and, upon receipt of such approval, shall forthwith deliver to the Collateral Agent certificates representing all the outstanding shares of capital stock of such Regulated Subsidiary (subject to the limitation in Section 11(m) if such Regulated Subsidiary is a Foreign Subsidiary) to be held as Collateral hereunder. (e) Margin Stock shall not constitute Excluded Property (i) to the extent the Collateral Agent or the Holders of a majority in aggregate principal amount of the Notes give written notice to the Company that such Margin Stock shall not constitute Excluded Property or (ii) after the Discharge of the Credit Agreement Obligations.

Grant of Transaction Liens. (a) The BorrowerCompany, in order to secure the Secured Obligations, and each Lien Grantor Guarantor listed on the signature pages hereof, in order to secure its Transaction Secured Guarantee, grants to the Agent Collateral Representative for the benefit of the Secured Parties a continuing security interest in all the following property of the Borrower Company or such Lien GrantorGuarantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) all Accounts; (ii) all Chattel Paper; (iii) all Deposit AccountsDocuments; (iv) all DocumentsEquipment; (v) all Equipment; (vi) all General Intangibles (including any Equity Interests in other Persons that do not constitute Investment Property); (viivi) all Instruments; (viiivii) all Inventory; (ixviii) all Investment Property; (xix) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining to any of its Collateral; (xix) such Original Lien Grantor’s 's ownership interest in (1) its Collateral Accounts, (2) all Financial Assets credited to its Collateral Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Collateral Accounts from time to time and (4) all other money in the possession of the AgentCollateral Representative; and (xiixi) all Proceeds of the Collateral described in the foregoing clauses (i) through (xix); provided that the following property is excluded from the foregoing security interests: (A) motor vehicles the perfection of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction, (B) voting Equity Interests in any Active Foreign Subsidiary, to the extent (but only to the extent) required to prevent the Collateral from including more than 65that 66% of all voting Equity Interests in such Foreign Subsidiary, (C) United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law Subsidiary and (DB) voting Equity Interests in any property to the extent that the grant of a security interest therein is prohibited by any applicable law or regulation, requires a consent not obtained of any Governmental Authority pursuant to any applicable law or regulation, or 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 law or regulation 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. Each Original Lien Grantor shall use all reasonable efforts to obtain any such required consent that is reasonably obtainableDormant Foreign Subsidiary. (b) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (c) The Transaction Liens are granted as security only and shall not subject the Agent Collateral Representative or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.

Grant of Transaction Liens. (a) The Borrower, in order to secure the Secured Obligations, and each Lien Grantor Guarantor listed on the signature pages hereof, in order to secure its Transaction Secured Guarantee, grants to the Administrative Agent for the benefit of the Secured Parties a continuing security interest in all the following property of the Borrower or such Lien GrantorGuarantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) all Accounts; (ii) all Chattel Paper; (iii) all Deposit Accounts; (iv) all Documents; (v) all Equipment; (vi) all General Intangibles (including any Equity Interests in other Persons that do not constitute Investment Property); (vii) all Instruments; (viii) all Inventory; (ix) all Investment Property; (x) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining to any of its Collateral; (xi) such Original Lien Grantor’s 's ownership interest in (1) its Collateral Accounts, (2) all Financial Assets credited to its Collateral Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Collateral Accounts from time to time and (4) all other money in the possession of the Administrative Agent; and (xii) all Proceeds of the Collateral described in the foregoing clauses (i) through (xi); provided that the following property is excluded from the foregoing security interests: (A) motor vehicles the perfection of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction, (B) voting Equity Interests in any Foreign Subsidiary, to the extent (but only to the extent) required to prevent the Collateral from including more than 6566% of all voting Equity Interests in such Foreign Subsidiary, (B) any asset subject to a Lien permitted by Section 7.01(j) of the Credit Agreement but only so long as such Lien secures Indebtedness the proceeds of which were applied to finance the acquisition of such asset in compliance with the proviso of Section 7.03(j) of the Credit Agreement, (C) United States intent-to-use trademark applications any asset subject to a Lien permitted by Section 7.01(i) of the Credit Agreement, but only so long as the applicable capital lease or sale and leaseback transaction is in effect, (D) Equipment leased by an Original Lien Grantor under a lease that prohibits the granting of a Lien on such Equipment, (E) any Copyright License, Patent License or Trademark License or software which would be rendered invalid or unenforceable by the grant of a security interest created pursuant to the terms of this Agreement, in each case, only for so long as, and to the extent that, such prohibition or reason for such invalidity exists, and solely during (F) any general intangibles or other rights arising under any contract, instrument, license or other document, in each such case in this clause (F) if (but only to the period in which, extent that) the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law and (D) any property to the extent that the grant constitute a violation of a security interest therein is prohibited by any applicable law or regulationvalid and effective restriction in favor of a third party, requires a consent not obtained of any Governmental Authority pursuant to any applicable law or regulation, or 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 law or regulation 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 lawunless and until all required consents shall have been obtained. Each Original Lien Grantor shall use all commercially reasonable efforts to obtain any such required consent that is reasonably obtainableobtainable for any contract, instrument, license or other document or general intangible that is material to the operation of such Lien Grantor's business. (b) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (c) The Transaction Liens are granted as security only (not as a transfer of the title to any Collateral, other than upon the exercise of remedies in accordance with the terms of this Agreement) and shall not subject the Administrative Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith. Each Lien Grantor may continue to exploit, use, enjoy and protect the Collateral in the ordinary course of its business subject to the provisions of the Credit Agreement.