Common use of Grant of Transaction Liens Clause in Contracts

Grant of Transaction Liens. (a) QSC, in order to secure its Additional Senior Secured Obligations (if any) designated in accordance with Section 18 to be secured by Transaction Liens on Corp. Equity Collateral (defined below) pursuant to this Agreement, grants to the Collateral Agent for the benefit of the Additional Senior Secured Parties a continuing security interest, subordinate to all Liens granted under the Senior Security Agreement, with the priority in respect of proceeds of Collateral specified in Section 11, in all the following property of QSC (collectively, the "Corp. Equity Collateral"), whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) Corp. Equity Interests; (ii) all rights and privileges of QSC with respect to Corp. Equity Interests, and all dividends, distributions and other payments with respect to such Corp. Equity Interests; and (iii) all Proceeds of the Collateral described in the foregoing clauses (i) and (ii). (b) QSC, (x) in order to secure its QSC Notes Secured Obligations, grants to the Collateral Agent for the benefit of the QSC Notes Trustee a continuing security interest, subordinate to all Liens securing Senior Secured Obligations whether now existing or granted in the future, with the priority in respect of proceeds of Collateral specified in Section 11, (y) in order to secure its Existing 2008 Notes Secured Obligations, grants to the Collateral Agent for the benefit of the Existing 2008 Notes Trustee a continuing security interest, subordinate to all Liens securing Senior Secured Obligations whether now existing or granted in the future, with the priority in respect of proceeds of Collateral specified in Section 11, and (z) in order to secure its Additional Pari Passu Secured Obligations (if any) that are designated in accordance with Section 18 to be secured by Transaction Liens on Corp. Equity Collateral pursuant to this Agreement, grants to the Collateral Agent for the benefit of the Additional Pari Passu Secured Parties a continuing security interest, subordinate to all Liens securing Senior Secured Obligations whether now existing or granted in the future, with the priority in respect of proceeds of Collateral specified in Section 11, in each case, in all of the Corp. Equity Collateral, whether now owned or existing or hereafter acquired or arising and regardless of where located. (c) QSC, in order to secure its Additional Senior Secured Obligations (if any) designated in accordance with Section 18 to be secured by Transaction Liens on QSC Asset Collateral (defined below) pursuant to this Agreement, grants to the Collateral Agent for the benefit of the Additional Senior Secured Parties a continuing security interest, subordinate to all Liens granted under the Senior Security Agreement, with the priority in respect of proceeds of Collateral specified in Section 11, in all the following property of QSC (collectively, the "QSC Asset Collateral"), whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) any Debt owing to QSC, whether or not evidenced by a note or Instrument (and including, without limitation, any note or other Instrument evidencing Debt owing from Qwest Wireless L.L.C. to QSC), and all of QSC's rights and privileges with respect to such Debt and all interest, distributions and other payments with respect thereto; and (ii) all Proceeds of the Collateral described in the foregoing clause (i). (d) QSC, (x) in order to secure its QSC Notes Secured Obligations, grants to the Collateral Agent for the benefit of the QSC Notes Trustee a continuing security interest, subordinate to all Liens securing Senior Secured Obligations whether now existing or granted in the future, with the priority in respect of proceeds of Collateral specified in Section 11, (y) in order to secure its Existing 2008 Notes Secured Obligations, grants to the Collateral Agent for the benefit of the Existing 2008 Notes Trustee a continuing security interest, subordinate to all Liens securing Senior Secured Obligations whether now existing or granted in the future, with the priority in respect of proceeds of Collateral specified in Section 11, and (z) in order to secure its Additional Pari Passu Secured Obligations (if any) that are designated in accordance with Section 18 to be secured by Transaction Liens on QSC Asset Collateral pursuant to this Agreement, grants to the Collateral Agent for the benefit of the Additional Pari Passu Secured Parties a continuing security interest, subordinate to all Liens securing Senior Secured Obligations whether now existing or granted in the future, with the priority in respect of proceeds of Collateral specified in Section 11, in each case, in all of the QSC Asset Collateral, whether now owned or, existing or hereafter acquired or arising and regardless of where located. (e) QSC, in order to secure its Additional Senior Secured Obligations (if any) designated in accordance with Section 18 to be secured by Transaction Liens on Holdings Equity Collateral (defined below) pursuant to this Agreement, grants to the Collateral Agent for the benefit of the Additional Senior Secured Parties a continuing security interest, subordinate to all Liens granted under the Senior Security Agreement, with the priority in respect of proceeds of Collateral specified in Section 11, in all the following property of QSC (collectively, the "Holdings Equity Collateral"), whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) Equity Interests in QwestDex Holdings; (ii) all rights and privileges of QSC with respect to Equity Interests in QwestDex Holdings, and all dividends, distributions and other payments with respect to such Equity Interests in QwestDex Holdings; and (iii) all Proceeds of the Collateral described in the foregoing clauses (i) and (ii). (f) QSC, (x) in order to secure its QSC Notes Secured Obligations, grants to the Collateral Agent for the benefit of the QSC Notes Trustee a continuing security interest, subordinate to all Liens securing Senior Secured Obligations whether now existing or granted in the future, with the priority in respect of proceeds of Collateral specified in Section 11, (y) in order to secure its Existing 2008 Notes Secured Obligations, grants to the Collateral Agent for the benefit of the Existing 2008 Notes Trustee a continuing security interest, subordinate to all Liens securing Senior Secured Obligations whether now existing or granted in the future, with the priority in respect of proceeds of Collateral specified in Section 11, and (z) in order to secure its Additional Pari Passu Secured Obligations (if any) that are designated in accordance with Section 18 to be secured by Transaction Liens on Holdings Equity Collateral pursuant to this Agreement, grants to the Collateral Agent for the benefit of the Additional Pari Passu Secured Parties a continuing security interest, subordinate to all Liens securing Senior Secured Obligations whether now existing or granted in the future, with the priority in respect of proceeds of Collateral specified in Section 11, in each case, in all of the Holdings Equity Collateral, whether now owned or existing or hereafter acquired or arising and regardless of where located. (g) QSC, in order to secure its Additional Senior Secured Obligations (if any) designated in accordance with Section 18 to be secured by Transaction Liens on Future Restricted Subsidiary Equity Collateral (defined below) pursuant to this Agreement, grants to the Collateral Agent for the benefit of the Additional Senior Secured Parties a continuing security interest, subordinate to all Liens granted under the Senior Security Agreement, with the priority in respect of proceeds of Collateral specified in Section 11, in all of the following property of QSC (collectively, the "Future Restricted Subsidiary Equity Collateral"), whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) any other assets of QSC constituting Equity Interests in Restricted Subsidiaries of QSC to the extent that, after the Effective Date, such Equity Interests become subject to a Lien securing any Qualified Senior Debt (collectively, "Future Restricted Subsidiary Equity Interests") and such Lien secures obligations of QSC; (ii) all rights and privileges of QSC with respect to Future Restricted Subsidiary Equity Interests, and all dividends, distributions and other payments with respect to such Future Restricted Subsidiary Equity Interests; and (iii) all Proceeds of the Collateral described in the foregoing clauses (i) and (ii). (h) QSC, (x) in order to secure its QSC Notes Secured Obligations, grants to the Collateral Agent for the benefit of the QSC Notes Trustee a continuing security interest, subordinate to all Liens securing Senior Secured Obligations whether now existing or granted in the future, with the priority in respect of proceeds of Collateral specified in Section 11, (y) in order to secure its Existing 2008 Notes Secured Obligations, grants to the Collateral Agent for the benefit of the Existing 2008 Notes Trustee a continuing security interest, subordinate to all Liens securing Senior Secured Obligations whether now existing or granted in the future, with the priority in respect of proceeds of Collateral specified in Section 11, and (z) in order to secure its Additional Pari Passu Secured Obligations (if any) that are designated in accordance with Section 18 to be secured by Transaction Liens on Future Restricted Subsidiary Equity Collateral pursuant to this Agreement, grants to the Collateral Agent for the benefit of the Additional Pari Passu Secured Parties a continuing security interest, subordinate to all Liens securing Senior Secured Obligations whether now existing or granted in the future, with the priority in respect of proceeds of Collateral specified in Section 11, in each case, in all of the Future Restricted Subsidiary Equity Collateral, whether now owned or existing or hereafter acquired or arising and regardless of where located. (i) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Liens granted therein include 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. (j) The Transaction Liens are granted as security only and shall not subject the Collateral Agent or any other Secured Parties to, or transfer or in any way affect or modify, any obligation or liability of QSC with respect to any of the Collateral or any transaction in connection therewith. (k) If the governmental body or official having jurisdiction over any Regulated Entity determines that the pledge of the shares of capital stock of such Regulated Entity hereunder constitutes the acquisition of or a change of control with respect to such Regulated Entity as to which the prior approval of such governmental body or official was required, then, immediately upon QSC'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 QSC's written request and expense, return all certificates representing such capital stock to QSC and execute and deliver such documents as QSC shall reasonably request to evidence QSC's retention of all rights in such capital stock and (ii) QSC shall 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 Entity to be held as Collateral hereunder.

Grant of Transaction Liens. (a) QSCQCII, in order to secure its Additional Senior QSC Notes Secured Obligations (if any) designated in accordance with Section 18 to be secured by Transaction Liens on Corp. Equity Collateral (defined below) pursuant to this AgreementObligations, grants to the Collateral Agent for the benefit of the Additional Senior Secured Parties QSC Notes Trustee a continuing security interest, subordinate to all Liens granted under the Senior Security Agreement, with the priority in respect of proceeds of Collateral specified in Section 1110, in all the following property of QSC QCII (collectively, the "Corp. QSC Equity Collateral"), whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) Corp. all QSC Equity Interests; (ii) all rights and privileges of QSC QCII with respect to Corp. QSC Equity Interests, Interests and all dividends, distributions and other payments with respect to such Corp. QSC Equity Interests; and (iii) all Proceeds of the Collateral described in the foregoing clauses (i) and (ii). (b) QSCQCII, (x) in order to secure its Existing 2008 Notes Secured Obligations, grants to the Collateral Agent for the benefit of Existing 2008 Notes Trustee a continuing security interest, with the priority in respect of proceeds of Collateral specified in Section 10, and (y) in order to secure those of its Additional Secured Obligations (if any) that are designated in accordance with Section 16 to be secured by Transaction Liens on QSC Equity Collateral pursuant to this Agreement, grants to the Collateral Agent for the benefit of the Additional Secured Parties a continuing security interest, with the priority in respect of proceeds of Collateral specified in Section 10, in each case, in all of the QSC Equity Collateral, whether now owned or existing or hereafter acquired or arising and regardless of where located. (c) QCII, in order to secure its QSC Notes Secured Obligations, grants to the Collateral Agent for the benefit of the QSC Notes Trustee a continuing security interest, subordinate to all Liens securing Senior Secured Obligations whether now existing or granted in the future, with the priority in respect of proceeds of Collateral specified in Section 1110, in all the following property of QCII (collectively, the "QCF Equity Collateral"), whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) all QCF Equity Interests; (ii) all rights and privileges of QCII with respect to QCF Equity Interests and all dividends, distributions and other payments with respect to such QCF Equity Interests; and (iii) all Proceeds of the Collateral described in the foregoing clauses (i) and (ii). (d) QCII, (yx) in order to secure its Existing 2008 Notes Secured Obligations, grants to the Collateral Agent for the benefit of the Existing 2008 Notes Trustee a continuing security interest, subordinate to all Liens securing Senior Secured Obligations whether now existing or granted in the future, with the priority in respect of proceeds of Collateral specified in Section 1110, and (zy) in order to secure those of its Additional Pari Passu Secured Obligations (if any) that are designated in accordance with Section 18 16 to be secured by Transaction Liens on Corp. QCF Equity Collateral pursuant to this Agreement, grants to the Collateral Agent for the benefit of the Additional Pari Passu Secured Parties a continuing security interest, subordinate to all Liens securing Senior Secured Obligations whether now existing or granted in the future, with the priority in respect of proceeds of Collateral specified in Section 1110, in each case, in all of the Corp. QCF Equity Collateral, whether now owned or existing or hereafter acquired or arising and regardless of where located. (c) QSC, in order to secure its Additional Senior Secured Obligations (if any) designated in accordance with Section 18 to be secured by Transaction Liens on QSC Asset Collateral (defined below) pursuant to this Agreement, grants to the Collateral Agent for the benefit of the Additional Senior Secured Parties a continuing security interest, subordinate to all Liens granted under the Senior Security Agreement, with the priority in respect of proceeds of Collateral specified in Section 11, in all the following property of QSC (collectively, the "QSC Asset Collateral"), whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) any Debt owing to QSC, whether or not evidenced by a note or Instrument (and including, without limitation, any note or other Instrument evidencing Debt owing from Qwest Wireless L.L.C. to QSC), and all of QSC's rights and privileges with respect to such Debt and all interest, distributions and other payments with respect thereto; and (ii) all Proceeds of the Collateral described in the foregoing clause (i). (d) QSC, (x) in order to secure its QSC Notes Secured Obligations, grants to the Collateral Agent for the benefit of the QSC Notes Trustee a continuing security interest, subordinate to all Liens securing Senior Secured Obligations whether now existing or granted in the future, with the priority in respect of proceeds of Collateral specified in Section 11, (y) in order to secure its Existing 2008 Notes Secured Obligations, grants to the Collateral Agent for the benefit of the Existing 2008 Notes Trustee a continuing security interest, subordinate to all Liens securing Senior Secured Obligations whether now existing or granted in the future, with the priority in respect of proceeds of Collateral specified in Section 11, and (z) in order to secure its Additional Pari Passu Secured Obligations (if any) that are designated in accordance with Section 18 to be secured by Transaction Liens on QSC Asset Collateral pursuant to this Agreement, grants to the Collateral Agent for the benefit of the Additional Pari Passu Secured Parties a continuing security interest, subordinate to all Liens securing Senior Secured Obligations whether now existing or granted in the future, with the priority in respect of proceeds of Collateral specified in Section 11, in each case, in all of the QSC Asset Collateral, whether now owned or, existing or hereafter acquired or arising and regardless of where located. (e) QSC, in order to secure its Additional Senior Secured Obligations (if any) designated in accordance with Section 18 to be secured by Transaction Liens on Holdings Equity Collateral (defined below) pursuant to this Agreement, grants to the Collateral Agent for the benefit of the Additional Senior Secured Parties a continuing security interest, subordinate to all Liens granted under the Senior Security Agreement, with the priority in respect of proceeds of Collateral specified in Section 11, in all the following property of QSC (collectively, the "Holdings Equity Collateral"), whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) Equity Interests in QwestDex Holdings; (ii) all rights and privileges of QSC with respect to Equity Interests in QwestDex Holdings, and all dividends, distributions and other payments with respect to such Equity Interests in QwestDex Holdings; and (iii) all Proceeds of the Collateral described in the foregoing clauses (i) and (ii). (f) QSC, (x) in order to secure its QSC Notes Secured Obligations, grants to the Collateral Agent for the benefit of the QSC Notes Trustee a continuing security interest, subordinate to all Liens securing Senior Secured Obligations whether now existing or granted in the future, with the priority in respect of proceeds of Collateral specified in Section 11, (y) in order to secure its Existing 2008 Notes Secured Obligations, grants to the Collateral Agent for the benefit of the Existing 2008 Notes Trustee a continuing security interest, subordinate to all Liens securing Senior Secured Obligations whether now existing or granted in the future, with the priority in respect of proceeds of Collateral specified in Section 11, and (z) in order to secure its Additional Pari Passu Secured Obligations (if any) that are designated in accordance with Section 18 to be secured by Transaction Liens on Holdings Equity Collateral pursuant to this Agreement, grants to the Collateral Agent for the benefit of the Additional Pari Passu Secured Parties a continuing security interest, subordinate to all Liens securing Senior Secured Obligations whether now existing or granted in the future, with the priority in respect of proceeds of Collateral specified in Section 11, in each case, in all of the Holdings Equity Collateral, whether now owned or existing or hereafter acquired or arising and regardless of where located. (g) QSC, in order to secure its Additional Senior Secured Obligations (if any) designated in accordance with Section 18 to be secured by Transaction Liens on Future Restricted Subsidiary Equity Collateral (defined below) pursuant to this Agreement, grants to the Collateral Agent for the benefit of the Additional Senior Secured Parties a continuing security interest, subordinate to all Liens granted under the Senior Security Agreement, with the priority in respect of proceeds of Collateral specified in Section 11, in all of the following property of QSC (collectively, the "Future Restricted Subsidiary Equity Collateral"), whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) any other assets of QSC constituting Equity Interests in Restricted Subsidiaries of QSC to the extent that, after the Effective Date, such Equity Interests become subject to a Lien securing any Qualified Senior Debt (collectively, "Future Restricted Subsidiary Equity Interests") and such Lien secures obligations of QSC; (ii) all rights and privileges of QSC with respect to Future Restricted Subsidiary Equity Interests, and all dividends, distributions and other payments with respect to such Future Restricted Subsidiary Equity Interests; and (iii) all Proceeds of the Collateral described in the foregoing clauses (i) and (ii). (h) QSC, (x) in order to secure its QSC Notes Secured Obligations, grants to the Collateral Agent for the benefit of the QSC Notes Trustee a continuing security interest, subordinate to all Liens securing Senior Secured Obligations whether now existing or granted in the future, with the priority in respect of proceeds of Collateral specified in Section 11, (y) in order to secure its Existing 2008 Notes Secured Obligations, grants to the Collateral Agent for the benefit of the Existing 2008 Notes Trustee a continuing security interest, subordinate to all Liens securing Senior Secured Obligations whether now existing or granted in the future, with the priority in respect of proceeds of Collateral specified in Section 11, and (z) in order to secure its Additional Pari Passu Secured Obligations (if any) that are designated in accordance with Section 18 to be secured by Transaction Liens on Future Restricted Subsidiary Equity Collateral pursuant to this Agreement, grants to the Collateral Agent for the benefit of the Additional Pari Passu Secured Parties a continuing security interest, subordinate to all Liens securing Senior Secured Obligations whether now existing or granted in the future, with the priority in respect of proceeds of Collateral specified in Section 11, in each case, in all of the Future Restricted Subsidiary Equity Collateral, whether now owned or existing or hereafter acquired or arising and regardless of where located. (i) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Liens granted therein include 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. (jf) The Transaction Liens are granted as security only and shall not subject the Collateral Agent or any other Secured Parties to, or transfer or in any way affect or modify, any obligation or liability of QSC QCII with respect to any of the Collateral or any transaction in connection therewith. (kg) If the governmental body or official having jurisdiction over any Regulated Entity determines that the pledge of the shares of capital stock of such Regulated Entity hereunder constitutes the acquisition of or a change of control with respect to such Regulated Entity as to which the prior approval of such governmental body or official was required, then, immediately upon QSCQCII'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 QSCQCII's written request and expense, return all certificates representing such capital stock to QSC QCII and execute and deliver such documents as QSC QCII shall reasonably request to evidence QSCQCII's retention of all rights in such capital stock and (ii) QSC QCII shall 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 Entity to be held as Collateral hereunder.

Grant of Transaction Liens. (a) QSC, in order to secure its Additional Senior Revolver Secured Obligations (if any) designated in accordance with Section 18 to be secured by Transaction Liens on Corp. Equity Collateral (defined below) pursuant to this AgreementObligations, grants to the Collateral Agent for the benefit of the Additional Senior Secured Revolver Parties a continuing security interest, subordinate to all Liens granted under the Senior Security Agreement, with the priority in respect of proceeds of Collateral specified in Section 1121, in all the following property of QSC (collectively, the "Corp. Equity Collateral")) , whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) Corp. Equity Interests; (ii) all rights and privileges of QSC such Original Lien Grantor with respect to Corp. Equity Interests, and all dividends, distributions and other payments with respect to such Corp. Equity Interests; and (iii) all Proceeds of the Collateral described in the foregoing clauses (i) and (ii). (b) QSC, (x) in order to secure its QSC Notes Secured ObligationsTerm Guarantee, grants to the Collateral Agent for the benefit of the QSC Notes Trustee Secured Term Parties a continuing security interest, subordinate to all Liens securing Senior Secured Obligations whether now existing or granted in the future, with the priority in respect of proceeds of Collateral specified in Section 1121, and (y) in order to secure its Existing 2008 Notes Secured Obligations, grants to the Collateral Agent for the benefit those of the Existing 2008 Notes Trustee a continuing security interest, subordinate to all Liens securing Senior Secured Obligations whether now existing or granted in the future, with the priority in respect of proceeds of Collateral specified in Section 11, and (z) in order to secure its Additional Pari Passu Permitted Secured Obligations (if any) that are designated in accordance with Section 18 29 to be secured by Transaction Liens on Corp. Equity Collateral pursuant to this AgreementCollateral, grants to the Collateral Agent for the benefit of the holders from time to time of such Additional Pari Passu Permitted Secured Parties Obligations a continuing security interest, subordinate to all Liens securing Senior Secured Obligations whether now existing or granted in the future, with the priority in respect of proceeds of Collateral specified in Section 1121, in each case, in all of the Corp. Equity Collateral, whether now owned or or, existing or hereafter acquired or arising and regardless of where located. (c) QSC, (x) in order to secure its Additional Senior Revolver Secured Obligations (if any) designated in accordance with Section 18 to be secured by Transaction Liens on QSC Asset Collateral (defined below) pursuant to this AgreementObligations, grants to the Collateral Agent for the benefit of the Additional Senior Secured Revolver Parties a continuing security interest, subordinate to all Liens granted under the Senior Security Agreement, with the priority in respect of proceeds of Collateral specified in Section 1121, in all the following property of QSC (collectively, the "QSC Asset Collateral")) , whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) any Debt owing to QSCsuch Original Lien Grantor, whether or not evidenced by a note or Instrument (and including, without limitation, any note or other Instrument evidencing Debt owing from Qwest Wireless L.L.C. to QSC), and all of QSCsuch Original Lien Grantor's rights and privileges with respect to such Debt and all interest, distributions and other payments with respect thereto; and (ii) all Proceeds of the Collateral described in the foregoing clause (i). (d) QSC, (x) in order to secure its QSC Notes Secured ObligationsTerm Guarantee, grants to the Collateral Agent for the benefit of the QSC Notes Trustee Secured Term Parties a continuing security interest, subordinate to all Liens securing Senior Secured Obligations whether now existing or granted in the future, with the priority in respect of proceeds of Collateral specified in Section 1121, and (y) in order to secure its Existing 2008 Notes Secured Obligations, grants to the Collateral Agent for the benefit those of the Existing 2008 Notes Trustee a continuing security interest, subordinate to all Liens securing Senior Secured Obligations whether now existing or granted in the future, with the priority in respect of proceeds of Collateral specified in Section 11, and (z) in order to secure its Additional Pari Passu Permitted Secured Obligations (if any) that are designated in accordance with Section 18 29 to be secured by Transaction Liens on QSC Asset Collateral pursuant to this Agreement, grants to the Collateral Agent for the benefit of the Additional Pari Passu Secured Parties a continuing security interest, subordinate to all Liens securing Senior Secured Obligations whether now existing or granted in the future, with the priority in respect of proceeds of Collateral specified in Section 11, in each case, in all of the QSC Asset Collateral, whether now owned or, existing or hereafter acquired or arising and regardless of where located. (e) QSC, in order to secure its Additional Senior Secured Obligations (if any) designated in accordance with Section 18 to be secured by Transaction Liens on Holdings Equity Collateral (defined below) pursuant to this Agreement, grants to the Collateral Agent for the benefit of the Additional Senior Secured Parties a continuing security interest, subordinate to all Liens granted under the Senior Security Agreement, with the priority in respect of proceeds of Collateral specified in Section 11, in all the following property of QSC (collectively, the "Holdings Equity Collateral"), whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) Equity Interests in QwestDex Holdings; (ii) all rights and privileges of QSC with respect to Equity Interests in QwestDex Holdings, and all dividends, distributions and other payments with respect to such Equity Interests in QwestDex Holdings; and (iii) all Proceeds of the Collateral described in the foregoing clauses (i) and (ii). (f) QSC, (x) in order to secure its QSC Notes Secured Obligations, grants to the Collateral Agent for the benefit of the QSC Notes Trustee a continuing security interest, subordinate to all Liens securing Senior Secured Obligations whether now existing or granted in the future, with the priority in respect of proceeds of Collateral specified in Section 11, (y) in order to secure its Existing 2008 Notes Secured Obligations, grants to the Collateral Agent for the benefit of the Existing 2008 Notes Trustee a continuing security interest, subordinate to all Liens securing Senior Secured Obligations whether now existing or granted in the future, with the priority in respect of proceeds of Collateral specified in Section 11, and (z) in order to secure its Additional Pari Passu Secured Obligations (if any) that are designated in accordance with Section 18 to be secured by Transaction Liens on Holdings Equity Collateral pursuant to this Agreement, grants to the Collateral Agent for the benefit of the Additional Pari Passu Secured Parties a continuing security interest, subordinate to all Liens securing Senior Secured Obligations whether now existing or granted in the future, with the priority in respect of proceeds of Collateral specified in Section 11, in each case, in all of the Holdings Equity Collateral, whether now owned or existing or hereafter acquired or arising and regardless of where located. (g) QSC, in order to secure its Additional Senior Secured Obligations (if any) designated in accordance with Section 18 to be secured by Transaction Liens on Future Restricted Subsidiary Equity Collateral (defined below) pursuant to this Agreement, grants to the Collateral Agent for the benefit of the Additional Senior Secured Parties a continuing security interest, subordinate to all Liens granted under the Senior Security Agreement, with the priority in respect of proceeds of Collateral specified in Section 11, in all of the following property of QSC (collectively, the "Future Restricted Subsidiary Equity Collateral"), whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) any other assets of QSC constituting Equity Interests in Restricted Subsidiaries of QSC to the extent that, after the Effective Date, such Equity Interests become subject to a Lien securing any Qualified Senior Debt (collectively, "Future Restricted Subsidiary Equity Interests") and such Lien secures obligations of QSC; (ii) all rights and privileges of QSC with respect to Future Restricted Subsidiary Equity Interests, and all dividends, distributions and other payments with respect to such Future Restricted Subsidiary Equity Interests; and (iii) all Proceeds of the Collateral described in the foregoing clauses (i) and (ii). (h) QSC, (x) in order to secure its QSC Notes Secured Obligations, grants to the Collateral Agent for the benefit of the QSC Notes Trustee a continuing security interest, subordinate to all Liens securing Senior Secured Obligations whether now existing or granted in the future, with the priority in respect of proceeds of Collateral specified in Section 11, (y) in order to secure its Existing 2008 Notes Secured Obligations, grants to the Collateral Agent for the benefit of the Existing 2008 Notes Trustee a continuing security interest, subordinate to all Liens securing Senior Secured Obligations whether now existing or granted in the future, with the priority in respect of proceeds of Collateral specified in Section 11, and (z) in order to secure its Additional Pari Passu Secured Obligations (if any) that are designated in accordance with Section 18 to be secured by Transaction Liens on Future Restricted Subsidiary Equity Collateral pursuant to this Agreement, grants to the Collateral Agent for the benefit of the Additional Pari Passu Secured Parties a continuing security interest, subordinate to all Liens securing Senior Secured Obligations whether now existing or granted in the future, with the priority in respect of proceeds of Collateral specified in Section 11, in each case, in all of the Future Restricted Subsidiary Equity Collateral, whether now owned or existing or hereafter acquired or arising and regardless of where located. (i) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Liens granted therein include 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. (j) The Transaction Liens are granted as security only and shall not subject the Collateral Agent or any other Secured Parties to, or transfer or in any way affect or modify, any obligation or liability of QSC with respect to any of the Collateral or any transaction in connection therewith. (k) If the governmental body or official having jurisdiction over any Regulated Entity determines that the pledge of the shares of capital stock of such Regulated Entity hereunder constitutes the acquisition of or a change of control with respect to such Regulated Entity as to which the prior approval of such governmental body or official was required, then, immediately upon QSC'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 QSC's written request and expense, return all certificates representing such capital stock to QSC and execute and deliver such documents as QSC shall reasonably request to evidence QSC's retention of all rights in such capital stock and (ii) QSC shall 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 Entity to be held as Collateral hereunder.on

Grant of Transaction Liens. (a) QSC, in order to secure its Additional Senior Secured Obligations (if any) designated in accordance with Section 18 to be secured by Transaction Liens on Corp. Equity Collateral (defined below) pursuant to this Agreement, grants to the Collateral Agent for the benefit of the Additional Senior Secured Parties a continuing security interest, subordinate to all Liens granted under the Senior Security AgreementAgreement and any Senior Secured Agreements, with the priority in respect of proceeds of Collateral specified in Section 11, in all the following property of QSC (collectively, the "Corp. Equity Collateral"), whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) Corp. Equity Interests; (ii) all rights and privileges of QSC with respect to Corp. Equity Interests, and all dividends, distributions and other payments with respect to such Corp. Equity Interests; and (iii) all Proceeds of the Collateral described in the foregoing clauses (i) and (ii). (b) QSC, (x) in order to secure its 2004 QSC Notes Guaranty Secured Obligations, grants to the Collateral Agent for the benefit of the QSC 2004 QCII Notes Trustee a continuing security interestand, subordinate to all Liens securing Senior for the avoidance of doubt, the holders of the 2004 QSC Guaranty Secured Obligations whether now existing or granted in the futurefrom time to time, with the priority in respect of proceeds of Collateral specified in Section 11, (y) in order to secure its Existing 2008 Notes Secured Obligations, grants to the Collateral Agent for the benefit of the Existing 2008 Notes Trustee a continuing security interest, subordinate to all Liens securing Senior Secured Obligations whether now existing or granted in the future, with the priority in respect of proceeds of Collateral specified in Section 11, and (zy) in order to secure its Additional Pari Passu Secured Obligations (if any) that are designated in accordance with Section 18 to be secured by Transaction Liens on Corp. Equity Collateral pursuant to this Agreement, grants to the Collateral Agent for the benefit of the Additional Pari Passu Secured Parties a continuing security interest, subordinate to all Liens securing Senior Secured Obligations whether now existing or granted in the future, with the priority in respect of proceeds of Collateral specified in Section 11, in each case, in all of the Corp. Equity Collateral, whether now owned or existing or hereafter acquired or arising and regardless of where located. (c) QSC, in order to secure its Additional Senior Secured Obligations (if any) designated in accordance with Section 18 to be secured by Transaction Liens on QSC Asset Collateral (defined below) pursuant to this Agreement, grants to the Collateral Agent for the benefit of the Additional Senior Secured Parties a continuing security interest, subordinate to all Liens granted under the Senior Security AgreementAgreement and any Senior Secured Agreements, with the priority in respect of proceeds of Collateral specified in Section 11, in all the following property of QSC (collectively, the "QSC Asset Collateral"), whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) any Debt owing to QSC, whether or not evidenced by a note or Instrument (and including, without limitation, any note or other Instrument evidencing Debt owing from Qwest Wireless L.L.C. to QSC), and all of QSC's rights and privileges with respect to such Debt and all interest, distributions and other payments with respect thereto; and (ii) all Proceeds of the Collateral described in the foregoing clause (i). (d) QSC, (x) in order to secure its 2004 QSC Notes Guaranty Secured Obligations, grants to the Collateral Agent for the benefit of the QSC 2004 QCII Notes Trustee a continuing security interestand, subordinate to all Liens securing Senior for the avoidance of doubt, the holders of the 2004 QSC Guaranty Secured Obligations whether now existing or granted in the futurefrom time to time, with the priority in respect of proceeds of Collateral specified in Section 11, (y) in order to secure its Existing 2008 Notes Secured Obligations, grants to the Collateral Agent for the benefit of the Existing 2008 Notes Trustee a continuing security interest, subordinate to all Liens securing Senior Secured Obligations whether now existing or granted in the future, with the priority in respect of proceeds of Collateral specified in Section 11, and (zy) in order to secure its Additional Pari Passu Secured Obligations (if any) that are designated in accordance with Section 18 to be secured by Transaction Liens on QSC Asset Collateral pursuant to this Agreement, grants to the Collateral Agent for the benefit of the Additional Pari Passu Secured Parties a continuing security interest, subordinate to all Liens securing Senior Secured Obligations whether now existing or granted in the future, with the priority in respect of proceeds of Collateral specified in Section 11, in each case, in all of the QSC Asset Collateral, whether now owned or, existing or hereafter acquired or arising and regardless of where located. (e) QSC, in order to secure its Additional Senior Secured Obligations (if any) designated in accordance with Section 18 to be secured by Transaction Liens on Holdings Equity Collateral (defined below) pursuant to this Agreement, grants to the Collateral Agent for the benefit of the Additional Senior Secured Parties a continuing security interest, subordinate to all Liens granted under the Senior Security AgreementAgreement and any Senior Secured Agreements, with the priority in respect of proceeds of Collateral specified in Section 11, in all the following property of QSC (collectively, the "Holdings Equity Collateral"), whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) Equity Interests in QwestDex Holdings; (ii) all rights and privileges of QSC with respect to Equity Interests in QwestDex Holdings, and all dividends, distributions and other payments with respect to such Equity Interests in QwestDex Holdings; and (iii) all Proceeds of the Collateral described in the foregoing clauses (i) and (ii). (f) QSC, (x) in order to secure its 2004 QSC Notes Guaranty Secured Obligations, grants to the Collateral Agent for the benefit of the QSC 2004 QCII Notes Trustee a continuing security interestand, subordinate to all Liens securing Senior for the avoidance of doubt, the holders of the 2004 QSC Guaranty Secured Obligations whether now existing or granted in the futurefrom time to time, with the priority in respect of proceeds of Collateral specified in Section 11, (y) in order to secure its Existing 2008 Notes Secured Obligations, grants to the Collateral Agent for the benefit of the Existing 2008 Notes Trustee a continuing security interest, subordinate to all Liens securing Senior Secured Obligations whether now existing or granted in the future, with the priority in respect of proceeds of Collateral specified in Section 11, and (zy) in order to secure its Additional Pari Passu Secured Obligations (if any) that are designated in accordance with Section 18 to be secured by Transaction Liens on Holdings Equity Collateral pursuant to this Agreement, grants to the Collateral Agent for the benefit of the Additional Pari Passu Secured Parties a continuing security interest, subordinate to all Liens securing Senior Secured Obligations whether now existing or granted in the future, with the priority in respect of proceeds of Collateral specified in Section 11, in each case, in all of the Holdings Equity Collateral, whether now owned or existing or hereafter acquired or arising and regardless of where located. (g) QSC, in order to secure its Additional Senior Secured Obligations (if any) designated in accordance with Section 18 to be secured by Transaction Liens on Future Restricted Subsidiary Equity Collateral (defined below) pursuant to this Agreement, grants to the Collateral Agent for the benefit of the Additional Senior Secured Parties a continuing security interest, subordinate to all Liens granted under the Senior Security AgreementAgreement and any Senior Secured Agreements and subject to any regulatory restrictions applicable to the liens securing the applicable Qualified Senior Debt, with the priority in respect of proceeds of Collateral specified in Section 11, in all of the following property of QSC (collectively, the "Future Restricted Subsidiary Equity Collateral"), whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) any other assets of QSC constituting Equity Interests in Restricted Subsidiaries of QSC to the extent that, after the Effective Date, such Equity Interests become subject to a Lien securing any Qualified Senior Debt (collectively, "Future Restricted Subsidiary Equity Interests") and such Lien secures obligations of QSC; (ii) all rights and privileges of QSC with respect to Future Restricted Subsidiary Equity Interests, and all dividends, distributions and other payments with respect to such Future Restricted Subsidiary Equity Interests; and (iii) all Proceeds of the Collateral described in the foregoing clauses (i) and (ii). (h) QSC, (x) in order to secure its 2004 QSC Notes Guaranty Secured Obligations, grants to the Collateral Agent for the benefit of the QSC 2004 QCII Notes Trustee and, for the avoidance of doubt, the holders of the 2004 QSC Guaranty Secured Obligations from time to time, a continuing security interest, subordinate to all Liens securing Senior Secured Obligations whether now existing or granted in the future, with the priority in respect of proceeds of Collateral specified in Section 11, (y) in order future and subject to secure its Existing 2008 Notes Secured Obligations, grants any regulatory restrictions applicable to the Collateral Agent for liens securing the benefit of the Existing 2008 Notes Trustee a continuing security interest, subordinate to all Liens securing applicable Qualified Senior Secured Obligations whether now existing or granted in the futureDebt, with the priority in respect of proceeds of Collateral specified in Section 11, and (zy) in order to secure its Additional Pari Passu Secured Obligations (if any) that are designated in accordance with Section 18 to be secured by Transaction Liens on Future Restricted Subsidiary Equity Collateral pursuant to this Agreement, grants to the Collateral Agent for the benefit of the Additional Pari Passu Secured Parties a continuing security interest, subordinate to all Liens securing Senior Secured Obligations whether now existing or granted in the futurefuture and subject to any regulatory restrictions applicable to the liens securing the applicable Qualified Senior Debt, with the priority in respect of proceeds of Collateral specified in Section 11, in each case, in all of the Future Restricted Subsidiary Equity Collateral, whether now owned or existing or hereafter acquired or arising and regardless of where located. (i) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Liens granted therein include 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. (j) The Transaction Liens are granted as security only and shall not subject the Collateral Agent or any other Secured Parties to, or transfer or in any way affect or modify, any obligation or liability of QSC with respect to any of the Collateral or any transaction in connection therewith. (k) If the governmental body or official having jurisdiction over any Regulated Entity determines that the pledge of the shares of capital stock of such Regulated Entity hereunder constitutes the acquisition of or a change of control with respect to such Regulated Entity as to which the prior approval of such governmental body or official was required, then, immediately upon QSC'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 QSC's written request and expense, return all certificates representing such capital stock to QSC and execute and deliver such documents as QSC shall reasonably request to evidence QSC's retention of all rights in such capital stock and (ii) QSC shall 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 Entity to be held as Collateral hereunder.